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HomeMy WebLinkAboutAgenda Packet City Council - 10/08/2013 a Corpus Christi 1201 Leopard Street p Corpus Christi,TX 78401 cctexas.com Meeting Agenda Final City Council Tuesday, October 8,2013 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Nelda Martinez to call the meeting to order. B. Invocation to be given by Reverend Patsy Koeneke, St. Mark's Lutheran Church C. Pledge of Allegiance to the Flag of the United States. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 13-000927 Proclamation declaring October 6-12, 2013 as "Fire Prevention Week" Proclamation declaring October 14-18, 2013 as "Court Observance Week" F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Corpus Christi Page 1 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOWANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: H. EXECUTIVE SESSION: (ITEM 2) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 2. 13-000926 Executive session pursuant to Section 551.072 of the Texas Government Code to deliberate the U.S. Coast Guard Project Ground Lease because negotiations in an open meeting would have a detrimental effect on the city's position in negotiations with a third party with possible discussion and action in open session. I. MINUTES: (ITEM 3) 3. 13-000914 Regular Council Meeting of September 17, 2013 and Regular Council Meeting of September 24, 2013 Attachments: Minutes-September 17, 2013 Minutes-September 24, 2013 J. BOARDS &COMMITTEE APPOINTMENTS: (NONE) K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting,such agendas are incorporated herein for Corpus Christi Page 2 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 reconsideration and action on any reconsidered item. L. CONSENT AGENDA: (ITEMS 4 - 16) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4. 13-000857 Approving Lease purchase for Curbside Refuse and Recycle Containers Motion approving the lease purchase of 7,488 96-gallon curbside refuse containers and 1,872 96-gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $488,989.20. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (H-GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. Attachments: Agenda Memo-Curbside Refuse and Recycle Containers2 Price Sheet-Curbside Refuse and Recycle Containers.pdf 5. 13-000858 Approving a supply agreement for trap rock used for seal coating Motion approving a supply agreement with Vulcan Construction Materials, L.P., San Antonio, Texas for approximately 6,000 tons of trap rock in accordance with Bid Invitation No. BI-0176-13 based on lowest responsible bid, for a total amount of$277,500 of which $231,250 is required for FY 2013-2014. The term of the supply agreement will be twelve-months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Street Department in FY 2013-2014. Attachments: Agenda Memo-Trap Rock.pdf Bid Tabulation-Trap Rock.pdf 6. 13-000885 Contract -Approving Data Collection Unit(DCU) Component Upgrade to the Automated Meter Reading (AMR) System Motion approving a contract with Aclara Technologies LLC, Hazelwood, Missouri for the purchase and installation of components on approximately 61 Data Collection Units (DCU's) of the City's automatic meter reading (AMR) system. The award is based on sole source, for a total amount of$71,791.33. Funds have been budgeted by the MIS Department in FY 2013-2014. Corpus Christi Page 3 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Attachments: Agenda Memo- DCU Componets Upgrade to AMR Price Sheet- DCU component upgrade to AMR Mastr Agreement-Aclara-DCU Upgrade 7. 13-000672 Engineering Design Contract Amendment No. 2 for two new 10 Million Gallons Daily(MGD) Pumps for the Staples Street Pumping Plant Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to the Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $135,640.00, for a total restated fee not to exceed $352,110.00 for the Staples Street Pumping Plant New 10 MGD Pumps Project. Attachments: Agenda Memo-Staples Pumping Plant Project Budget-Staples Pumping Plant Location Map-Staples Pumping Plant.pdf Contract-Staples Pumping Plant Presentation-Staples Pumping Plant 8. 13-000848 Engineering Design Amendment No. 1 - McArdle Road Improvements - Ennis Joslin Road to Whitaker Drive (Bond 2012) Motion authorizing the City Manager or designee to execute Amendment No. 1 to a Contract for Professional Services with RVE, Inc. of Corpus Christi, Texas in the amount of $155,520.00, for a total restated fee not to exceed $1,113,240.00 for McArdle Road from Nile Drive to Ennis Joslin Road and McArdle Road from Whitaker Drive to Nile Drive, for design, bid, and construction phase services BOND ISSUE 2012. (Proposition No. 1 Street Projects) Attachments: Agenda Memo- McArdle Road Improvements .pdf Protect Budget- McArdle Road Improvements.pdf Location Map- McArdle Road.pdf Contract- McArdle Road.pdf Presentation- McArdle Road Improvements.pdf 9. 13-000834 Second Reading Ordinance -Amending the Unified Development Code's limitations on restaurants in the neighborhood commercial and office zoning districts. (1st Reading 9124113) Ordinance amending the Unified Development Code for limitations on restaurants in the neighborhood commercial and office zoning districts by revising subsection 5.2.11 - Restaurant; and providing for severance, penalties, and publication. Attachments: Agenda Memo- UDC Amdmts-Restau rants in CN &ON Ordinance- UDC Amdmts-Restau rants in CN &ON Corpus Christi Page 4 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 10. 13-000831 Second Reading Ordinance - Rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, on properties located at 1309 Daly Drive and 1302 Woodlawn Drive. (1st Reading 9/24/13) Case No. 0813-03 Hammond Jones Real Estate Development LLC: A rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, resulting in a partial change to the Future Land Use Plan. The property to be rezoned is described as being the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Ordinance Ordinance amending the Unified Development Code ("UDC') upon application by Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Foundation ("Owner"), by changing the UDC Zoning Map in reference to the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives, from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo- Hammond Jones, Daly&Woodlawn Dr Maps-Aerial Overview, Hammond Jones, Daly&Woodlawn Dr Zoning Report-Hammond Jones, Daly&Woodlawn Dr Ordinance- Hammond Jones, Daly&Woodlawn Dr Public Comment Summary- Hammond Jones, Daly&Woodlawn Dr 11. 13-000832 Second Reading Ordinance - Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on properties located at 15013 - 15029 Leeward Drive and 15022 Aruba Drive. (1st Reading 9/24/13) Case No. 0813-04 Doug Shaw: A rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Corpus Christi Page 5 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, located between Aruba and Leeward Drives, approximately 200 feet south of Running Light Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Doug Shaw ("Owner"), by changing the UDC Zoning Map in reference to Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo- Doug Shaw, Leeward &Aruba Dr Map-Aerial Overview- Doug Shaw, Leeward&Aruba Dr Zoning Report-Doug Shaw, Leeward&Aruba Dr Ordinance- Doug Shaw, Leeward&Aruba Dr 12. 13-000833 Second Reading Ordinance - Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on property located at 15030, 15034, and 15038 Aruba Drive. (1st Reading 9/24/13) Case No. 0813-05 Doug Shaw and Jill Shaw: A rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, located along the east side of Aruba Drive, approximately 175 feet west of Leeward Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Corpus Christi Page 6 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Ordinance Ordinance amending the Unified Development Code ("UDC"), upon application by Doug Shaw and Jill Shaw ("Owners"), by changing the UDC Zoning Map in reference to Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo- Doug Shaw Jill Shaw, Aruba Dr Aerial Overview Map- Doug Shaw Jill Shaw, Aruba Dr Zoning Report-Doug Shaw Jill Shaw,Aruba Dr Ordinance- Doug Shaw Jill Shaw, Aruba Dr 13. 13-000781 Second Reading Ordinance - Restricting the use of wireless communications while driving (1st Reading 9/24/13) Ordinance adding a new section 53-16 of the city code relating to restrictions on use of wireless communications while driving, creating an offense, providing for penalties, providing for severance, providing for publication, and providing for an effective date. Attachments: Agenda Memo-Wireless communications 09.24.2013 Ordinance-Cell phone ban-Second Draft 14. 13-000883 Second Reading Ordinance -Accepting and appropriating State grant amendment increase (1st Reading 9/24/13) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a grant amendment in the amount of$50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Woman, Infants, and Children (WIC) Program. Attachments: Agenda Memo-2013 WIC Letter of Amendment.pdf Ordinance-2013 ORD WIC Letter OfAmendment.pdf Letter of Amendment-WIC Grant July 2013.pdf Contract-2013 WIC.pdf 15. 13-000659 Second Reading Ordinance -Amending Appendix A of the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness (1st Reading 9/24/13) Ordinance authorizing the City Manager to execute all documents necessary to approve and accept this second amendment to Appendix A, of the Regional Health Awareness Board's ("RHAB") Interlocal Agreement to Promote Community Dialogue on Regional Health Corpus Christi Page 7 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Awareness, by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB Attachments: Agenda Memo- RHAB.pdf Amendment to Appendix A of the Interlocal Agreement to Promote Community E Ordinance-9-11-13 Ord re 2nd amendment to Appendix A.pdf Attachment A-Appendix A Regional Health Awareness Board.pdf Resolution -025359 Authorizing CM to Execute Interlocal.pdf Resolution -025423-Approving 1stAmendmt of Interlocal.pdf 16. 13-000861 Second Reading Ordinance -Closing a portion of a 10-foot wide utility easement (1st Reading 9124113) Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C and requiring the owner, TWF Partners, LLC., to comply with specified conditions. Attachments: Agenda Memo- Parkdale Village Annex, Abandon and Vacate Ordinance- Parkdale Village Annex, Abandon and Vacate M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEMS 18 -22, and 24) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 17. 13-000823 Amendment to Ad Valorem Collections Contract with Nueces County Motion approving an amended agreement for ad valorem tax collection services with Nueces County at an annual per parcel rate established by Nueces County and continuing from year to year unless canceled. Attachments: Agenda Memo-Collections Contract with Nueces County for 2013 Tax Year.pdf Letter-from Kevin Kieschnick.pdf Amended Agreement-for Ad Valorem Tax Collection Services.pdf 18. 13-000886 Refunding of Corpus Christi Business and Job Development Corporation Arena Bonds Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such Corpus Christi Page 8 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 bonds; and providing an effective date. Attachments: Agenda Memo- Refund of Arena Bonds.pdf Resolution - for Arena 19. 13-000887 Refunding of Corpus Christi Business and Job Development Corporation Baseball Stadium Bonds Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. Attachments: Agenda Memo- Refund of Baseball Stadium Bonds.pdf Resolution -for Baseball Stadium 20. 13-000852 Second Reading -Adopting Joint Land Use Study(JLUS) Background Report as an element of the Comprehensive Plan (1st Reading 9124113) Ordinance accepting the NAS Corpus Christi Joint Land Use Background Report and amending the Comprehensive Plan of the City of Corpus Christi by adopting the NAS Corpus Christi Joint Land Use Study; providing for repeal of conflicting ordinances; providing for severance; and providing for publication. Attachments: Agenda Memo-JLUS rev Minutes- Planning Commission Presentation-JLUS 9-24-2013.pdf Ordinance-JLUS.pdf Executive Summary-JLUS .pdf 21. 13-000854 Purchase of Five Pickup Trucks for Beach Rescue and Beach Maintenance Motion approving the purchase of five (5) pickup trucks from Philpott Motors, Nederland, Texas for a total expenditure of $143,901.25. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted by the Parks and Recreation Department in FY 2013- 2014. Attachments: Revised Agenda Memo- Pickup Trucks Price Sheet- Pickup Trucks.pdf 22. 13-000856 Approving the lease-purchase of one Freightliner Truck with Pressure Digger Body Corpus Christi Page 9 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Motion approving the lease-purchase of one (1) Freightliner truck with pressure digger body from Freightliner of Houston, Houston, Texas for a total amount of$285,809.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the City's lease-purchase financing contractor. Attachments: Revised Agenda Memo- Freightliner Truck with Pressure Digger Body Price Sheet- Freightliner Truck with Pressure Digger Body.pdf 23. 13-000940 Approving Modifications to U.S. Coast Guard Project Ground Lease Motion to reconsider the existing ground lease between the City of Corpus Christi and the FDL-CC, LLC and approve requested modifications to ground lease to accommodate requirements imposed upon FDL-CC, LLC by their lender. Attachments: Agenda Memo- USCG Ground Lease Modfication Agreed Modifications-USCG Ground Lease Lease Agreement- USCG Ground Lease 24. 13-000946 Emergency Ordinance -Appropriating funds from the General Fund Unreserved Fund Balance to hold Special Election on November 5, 2013 Ordinance appropriating $169,182.36 from the Unreserved Fund Balance in the No. 1020 General Fund for additional costs relating to Proposition 1 regarding Destination Bayfront of the November 5, 2013 special election; and changing the FY 2013-2014 Operating Budget adopted by Ordinance No.029915 to increase appropriations by $169,182.36; and declaring an emergency Attachments: Agenda Memo-Additional Costs for Special Election 10.8.13 Ordinance-Additional Costs of Special Election 10.8.13 Ordinance-Special Election Joint Election Agreement Cost Estimate-Special Election Letter from County Clerk Barrera O. FIRST READING ORDINANCES: (ITEMS 25 -33) 25. 13-000881 First Reading Ordinance -Accepting and appropriating the FY 13 Edward Byrne Memorial Justice Assistance Grant for crime control and prevention Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Corpus Christi Page 10 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Justice, Bureau of Justice Assistance, in the amount of$162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County Attachments: Agenda Memo-JAG appropriation 10.8.2013 Ordinance- FY 2013 Edward Byrne Memorial Justice Assistance Grant- police AWARD- REPORT0I 26. 13-000888 First Reading Ordinance -Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 1 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of$13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $84,575.69. Attachments: Agenda Memo-VOCA outreach approp memo 10.08.2013 Ordinance-VOCA Outreach Grant Award letter-VOCA Outreach 1314 27. 13-000890 First Reading Ordinance -Accepting and appropriating the Victims of Crime Act Grant (VOCA)within the Police Department for Year 14 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of$79,188.69 for Year 14 of the Victims of Crime Act Grant (VOCA) Program within the Police Department with a City match of$16,964.54 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $79,188.69 in the No. 1061 Police Grants Fund for the VOCA grant in the Police Department; and authorizing the transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $100,153.23. Corpus Christi Page 11 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Attachments: Agenda Memo-VOCA approp memo 10.08.2013 revised Ordinance-VOCA grant 2013- Police(revised) Award letter 1314 28. 13-000911 First Reading Ordinance -Accepting and appropriating a Continued Services "Bundle" Grant from the Department of State Health Services Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. Attachments: Agenda Memo-Continued Services Bundle Grant.pdf Ordinance-2013-14 ORD DWB Continued Services Bundle-Sep Contracts for IDCU-FLU-LAB Contract.pdf 2014 CPS LRN-HPP Contract.pdf 2014 RLSS Contract.pdf 2014 IMM Locals Contract.pdf 2014 CPS LRN-PHEP Contract.pdf TB State Contract.pdf TB Fed Contract.pdf 29. 13-000912 First Reading Ordinance -Accepting and appropriating State grant for bay water sample analysis Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of$22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. Attachments: Agenda Memo-Seafood&Aquatic Life.pdf Ordinance-Seafood&Aquatic Life Activities.pdf Contract-Seafood&Aquatic Life 2014.pdf General Provisions.pdf Program Attachment-Seafood&Aquatic Life 2014 .pdf 30. 13-000902 First Reading Ordinance - Appropriating funds to reimburse developer for construction of wastewater collection line Ordinance appropriating $63,794.00 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse 15T Investments, LLC., Corpus Christi Page 12 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 ("Developer"), for the extension of a 10-inch sanitary sewer collection line, including all related appurtenances for development of Lot 2, Block 13 Airport Industrial Subdivision, as specified in the wastewater collection line extension construction and reimbursement agreement. Attachments: Agenda Memo- 15T Investments, LLC,Appropriation Ordinance- 15T Investments, LLC-Appropriation Recorded WastewaterAgreement- 15t Investments, LLC 31. 13-000903 First Reading Ordinance -Appropriating funds to reimburse Wal-mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive for Cimarron Estates Ordinance appropriating $647.90 of interest earned in the NO. 4730 Infrastructure Fund and transfer to NO. 3530 Streets CIP Fund; and appropriating $102,218.24 from the NO. 4730 Infrastructure Fund to reimburse Wal-Mart Real Estate Business Trust; and approving $194,180.07 to reimburse Wal-Mart Real Estate Business Trust from the NO. 4730 Infrastructure Fund for %2 street construction cost of constructing Dunbarton Oaks Drive, for Cimarron Estates. Attachments: Agenda Memo-Wal-Mart Dunbarton, Appropriation Ordinance-Walmart Dunbarton, Appropriation Historical Ordinance-023030, First Worthing Co. Executed Deferment Agreement-2006-132, Mostagashi Historical Ordinance-028726, Walmart Executed Deferment Agreement-2010-375, Walmart 32. 13-000777 First Reading Ordinance -Accepting and appropriating Keep America Beautiful Grant for National Day of Action and Great American Clean Up Events Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. Attachments: Agenda Memo- KAB Natl Day of Action Grant 2 Ordinance- KAB Natl Day ofAction.pdf Event Flyer-April Events for Caller Times.pdf KAB Trash Summary 2013.pdf 33. 13-000778 First Reading Ordinance -Accepting and appropriating grant for Cigarette Litter Prevention Program Corpus Christi Page 13 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. Attachments: Agenda Memo- KAB Cigarette Litter Prevention Grant Agend Item 2 Ordinance-Cigarette.pdf Overview- KAB cigarette litter prevention grant outline.pdf P. FUTURE AGENDA ITEMS: (ITEMS 34 -39) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 34. 13-000855 Purchase of Victory Police Motorcycles Motion approving the purchase of four (4) police motorcycles from GRAMB, Inc. dba Corpus Christi CyclePlaza, Corpus Christi, Texas for an estimated expenditure of$114,364.00, of which $110,614.00 is required for the remainder of FY 2013-2014. Funding is available in the FY 2013-2014 Capital Outlay Budget. Attachments: Agenda Memo- Police Motorcycles.pdf Price Sheet- Police Motorcycles.pdf 35. 13-000908 Construction contract for the Public Safety Warehouse Re-Bid (Bond 2008) Motion authorizing the City Manager, or designee, to execute a Construction Contract with Henock Construction from San Antonio, Texas in the amount of $2,103,883.77, for the Public Safety Warehouse Re-Bid project for the base Bid plus Additive Alternates 1, 2 & 3 (Bond 2008). Attachments: Agenda Memo-Public Safety Warehouse Lynda Protect Budget- Public Safety Warehouse Location Map-Corpus Christi Public Safety Warehouse Re-Bid.pdf Presentation- Public Safety Warehouse 36. 13-000904 Engineering Construction Contract for Lifecycle Curb and Gutter Replacement Motion authorizing the City Manager, or designee, to execute a construction contract with A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas in the amount of $386,350.00 for the Base Bid for Lifecycle Curb and Gutter Replacement for the Indefinite Delivery/Indefinite Quantity (IDIQ) contract base year. Corpus Christi Page 14 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 Attachments: Agenda Memo- Lifecycle curb and Gutter Project Budget.pdf Location Map.pdf 37. 13-000913 Engineering Design Contract Amendment No. 1 for High Service Pump Building No. 3 (HSPB No. 3) at the O. N. Stevens Water Treatment Plant Motion authorizing the City Manager or designee to execute the Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of$2,358,103.00, for a total restated fee of$2,405,603.00 for the 0.N. Stevens Water Treatment Plant High Service Building No. 3. Attachments: Agenda Memo-ONSWTP High Srvc Bldg No. 3.pdf Protect Budget-ONSWTP High Srvc Bldg No. 3.pdf Location Map-ONSWTP High Srvc Bldg No. 3 Contract-ONSWTP High Srvc Bldg No. 3 Presentation-ONSWTP High Srvc Bldg No. 3 38. 13-000920 Certification of 2013 Tax Levy Motion approving the 2013 Property Tax Levy of$89,809,808.21 based on the adopted property tax rate of$0.585264 per$100 valuation, in accordance with Section 26.09 (e) of the Texas Property Tax Code. Attachments: Agenda Memo-Certification of 2013 Tax Levy.pdf 2013 Certification of Levy.pdf 39. 13-000905 Supporting potential Federal Transit Administration (FTA) grantee status for the City and authorizing a Memorandum of Understanding with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization for grant coordination Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. Attachments: Agenda Memo- FTA Grantee Resolution -FTA Grantee Draft MOU -FTA Grantee Q. BRIEFINGS TO CITY COUNCIL: (NONE) Corpus Christi Page 15 Printed on 211812014 City Council Meeting Agenda-Final October 8,2013 The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. R. ADJOURNMENT Corpus Christi Page 16 Printed on 211812014 Cor us Christi 1201 Leopard Street p Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,September 17,2013 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order at 11:30 a.m. B. Invocation to be given by Mr. Chuck Goodwin, Fish for Life Ministries Mr. Goodwin gave the invocation. C. Pledge of Allegiance to the Flag of the United States. Ms. Mary Ann Pena with the City Secretary's Office gave the Pledge of Allegiance. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. Assistant City Secretary Rebecca Huerta stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Ron Olson, First Assistant City Attorney Alison Logan,and Assistant City Secretary Rebecca Huerta. Present: 9- Council Member Kelley Allen,Council Member Priscilla Leal,Council Member David Loeb,Mayor Nelda Marti nez,Council Member Mark Scott,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas, and Council Member Rudy Garza E. Proclamations /Commendations 1. Swearing-in Ceremony for Newly Appointed Board and Commission Members Mayor Martinez conducted the swearing-in ceremony. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: Mayor Martinez deviated from the agenda and referred to the City Manager's Comments. City Manager Olson reported on the recent rainfall's impact on the watershed. He said the impact was not substantial. Water levels in Choke Canyon and Lake Corpus Christi remained the same. Corpus Christi Page 1 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 I. MINUTES: 4. Regular Council Meeting of September 10, 2013 Mayor Martinez deviated from the agenda and referred to the approval of the minutes. Councilmember Scott made a motion to approve the minutes as presented, seconded by Ms. Leal. The Minutes were approved. J. BOARDS &COMMITTEE APPOINTMENTS: (NONE) L. CONSENT AGENDA: (ITEMS 5 -20) Approval of the Consent Agenda Mayor Martinez deviated from the agenda and called for the consent agenda. Councilmember(s) requested that Item 6 be pulled for individual consideration. There were no comments from the public.The consent agenda was passed in one vote as follows: Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 5. Service Agreement for Pump & Motor Repairs at water treatment plant Motion approving a service agreement with Smith Pump Company, Inc., Woodway, Texas, based on best value, in accordance with Request for Proposal 13I-0120-13, for an estimated annual expenditure of $664,260 of which $553,550 is budgeted in FY 2013/2014. The term of the agreement will be for one year and will automatically be extended for up to two additional one-year periods, subject to the approval of the service provider and the City Manager or designee. Funds have been budgeted by the Water Department in FY 2013/2014. This Motion was passed on the Consent Agenda. Enactment No: M2013-140 6. Service Agreement for Workers' Compensation Third-Party Administrator Services Motion approving a service agreement with York Risk Services Group, Inc. of Corpus Christi, Texas for workers' compensation third-party administration services, in accordance with Request for Proposal Number 13I-0063-13, based on lowest responsible proposal, for an estimated one-year expenditure of$329,290, of which $301,849.17 is required for FY13/14. The term of the service agreement will be for Corpus Christi Page 2 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 one year with an option to extend for up to three additional one-year periods subject to the approval of the service provider and the City Manager or designee. This service will be used by the Risk Management Division of the Legal Department in administering the City's workers' compensation claims. Funding is available in the Liability and Employee Benefits Workers' Compensation Fund for FY13/14. Mayor Martinez referred to Item 6. Councilmember(s)asked if the company had a local office and for clarification regarding the budgeted amount for the contract. There were no comments from the public. This Motion was passed and approved with the following vote: Aye: 8- Council Member Allen, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Nay: 1 - Council Member Leal Abstained: 0 Enactment No: M2013-141 7. Use of Permanent Art Trust funds to complete sculpture installation and identification Motion to approve an $9,920 expenditure from the Permanent Art Trust Fund for expenses related to fabrication, re-installation, and identification of Chin art sculpture at the American Bank Center on the Corpus Christi Bay Front. This Motion was passed on the Consent Agenda. Enactment No: M2013-142 8. Contract Amendment No. 1 for Water Conservation Outreach Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with dlo Three Dimensional Development, LLC of Corpus Christi, Texas in the amount of$30,000.00, for a total restated fee not to exceed $78,500.00 for Water Conservation Outreach. This Motion was passed on the Consent Agenda. Enactment No: M2013-143 9. Construction Contract-for Corpus Christi International Airport (CCIA) 17-35 Runway Navigational Aids Motion authorizing the City Manager, or designee, to execute a Construction Contract with Bay, Ltd. of Corpus Christi, Texas for the Corpus Christi International Airport (CCIA) 17-35 Runway NAVAIDs Corpus Christi Page 3 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 (Navigational Aids) project in the amount of$857,863.80 for the Base Bid plus Additive 2. This Motion was passed on the Consent Agenda. Enactment No: M2013-144 10. Second Reading Ordinance - Rezoning from the "RS-6" Single-Family 6 District to the "IH" Heavy Industrial District, on property located south of La Quinta Road and bayward of the City limit line. (1st Reading 9110113) Case No. 0713-05 Port of Corpus Christi Authority of Nueces County, Texas: A rezoning from the "RS-6" Single-Family 6 District to the "IH" Heavy Industrial District on property described as being a 268.68-acre tract of land out of the Geronimo Valdez Survey, Abstract 269, the John Garreghty Survey, Abstract 139, the T.T. Williamson Surveys, Abstracts Nos. 284, 285, 286, 287, 288, and 289, and the State Mineral Tract Nos. 1, 11, and 12, located south of La Quinta Road and bayward of the City of Corpus Christi city limit line. Planning Commission and Staff Recommendation (July 31, 2013) Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IH" Heavy Industrial District Ordinance Ordinance amending the Unified Development Code upon application by the Port of Corpus Christi Authority of Nueces County, Texas ("Owner"), by changing the UDC Zoning Map in reference to a 268.68-acre tract of land out of the Geronimo Valdez Survey, Abstract 269, the John Garreghty Survey, Abstract 139, the T.T. Williamson Surveys, Abstracts Nos. 284, 285, 286, 287, 288, and 289, and the State Mineral Tract Nos. 1, 11, and 12, from the "RS-6" Single-Family 6 District to the "I H" Heavy Industrial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029948 11. Second Reading Ordinance - Rezoning from the "IL" Light Industrial District to the "CG-2" General Commercial District, on property located at 2301 Agnes Street. (1st Reading 9110113) Case No. 0813-01 Stuart Spigel: A rezoning from the "IL" Light Industrial District to the "CG-2" General Commercial District, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 1-24, Block 8, Patrick-Webb Addition, Corpus Christi Page 4 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 located between Agnes and Marguerite Streets and between Twentieth and Twenty-first Streets. Planning Commission and Staff Recommendation (August 14, 2013): Approval of the change of zoning from the "IL" Light Industrial District to the "CG-2" General Commercial District. Ordinance Ordinance amending the Unified Development Code ("UDC"), upon application by Stuart Spigel, acting as agent on behalf of SPS Texas Centers, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to Lots 1-24, Block 8, Patrick-Webb Addition, from the "IL" Light Industrial District to the "CG-2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029949 12. Second Reading Ordinance -Accepting and appropriating the 2014 Selective Traffic Enforcement Program grant from the Texas Departmant of Transportation (TXDOT) (1st Reading 9110113) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of$96,397.90 for the 2014 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI) and Speed enforcement overtime, with a city match of$48,041.33, for a total project cost of$144,439.23 and appropriating $96,397.90 in the No. 1061 Police Grants Fund. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029950 13. Second Reading Ordinance -Accepting and appropriating a Regional grant for WebEOC(1st Reading 9110113) Ordinance authorizing the City Manager or designee to accept a grant from the Coastal Bend Regional Council in the amount of$30,000 for the benefit of the City's WebEOC operations; and appropriating $30,000 from the Coastal Bend Regional Advisory Council into the No. 1062 Fire Grant Fund to purchase equipment, services, technical support and training for the Corpus Christi Fire Department's WebEOC. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029951 Corpus Christi Page 5 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 14. Second Reading Ordinance -Construction contract for Fire Station No. 5 Relocation Re-Bid (Bond 2008) (1st Reading 9/10/13) Ordinance amending the FY 2014 Capital Improvement Budget adopted by Ordinance No. 029916 to transfer$181,690 in programmed project savings from Project No. 140232 New Fire Station in area of Holly/Saratoga and Ayers to Project No. 140231 Relocation of Fire Station No. 5 Project and authorizing the City Manager, or designee, to execute a Construction Contract with Safenet Services of Corpus Christi, Texas for the Fire Station No. 5 Relocation Re-Bid (Bond 2008) project in the amount of $1,777,037.00 for the Base Bid plus Additive Alternates C, E, F, I, J and K. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029952 15. Second Reading Ordinance -Appropriating funds for park improvements and other related projects (1st Reading 9/10/13) Ordinance appropriating $410,468.46 in developer contributions and $766.93 in interest earnings for a sum of$411,235.39 in the No. 4720 Community Enrichment Fund for park improvements, and other related projects. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029953 16. Second Reading Ordinance - Funding the creation of a strike force for minor emergency maintenance items (1st Reading 9/10/13) Ordinance appropriating $296,500 from the Unreserved Fund Balance in the No. 1020 General Fund Reserve to be used for emergency maintenance employees and equipment; changing the FY 2013-2014 Operating Budget adopted by Ordinance No. 029915 to increase appropriations by $296,500. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029954 17. Second Reading Ordinance -Changing Born Street from one-way traffic to two-way traffic (1st Reading 9/10/13) Ordinance amending Section 53-250 of the Code of Ordinances to delete "Born Street, between Water Street and Chaparral Street" from Schedule I, One-way streets and alleys; providing for penalties; Corpus Christi Page 6 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 providing for severance; and providing for publication. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029955 18. Second Reading Ordinance - Granting a Revocable Easement to allow a pipeline to cross two tracts of City owned land (1st Reading 9110113) Ordinance granting a Revocable Easement to TexStar Midstream Utility, LP to construct, operate, maintain, repair and remove one (1) 12-inch pipeline across two tracts of City owned land located southwest of the O.N. Stevens Water Treatment Plant; for the amount of $70,000 paid to the City; authorizing the City Manager or designee to execute the Revocable Easement instrument and other related documents for the conveyance of the revocable easement. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029956 19. Second Reading Ordinance -Approving agreement and reimbursement for construction of a water arterial transmission and grid main line (1st Reading9/10/13) Ordinance authorizing execution of a water arterial transmission and grid main construction and reimbursement agreement ("Agreement") with Kitty Hawk Development LTD., ("Developer"), for the construction of a water arterial transmission and grid main line and appropriating $30,691.40 from the No. 4030 Arterial Transmission and Grid Main Trust Fund to reimburse the Developer in accordance with the Agreement. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 029957 20. Second Reading Ordinance - Reestablishing Industrial Districts and authorizing City Manager to execute Industrial District Agreements for a ten year period.(1st Reading 9/10/13) Ordinance authorizing the reestablishment of land areas located within the extraterritorial jurisdiction of the City of Corpus Christi, Texas as Industrial Districts; reserving and preserving all rights, powers and duties of the City Council; authorizing the City Manager, or designee, to execute Industrial District Agreements by and between the City and various property owners located within the extraterritorial jurisdiction of the City. This Ordinance was passed on second reading on the Consent Agenda. Corpus Christi Page 7 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 Enactment No: 029958 F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Martinez deviated from the agenda and called for public comment. Mr. Dick Messberger with the Kingsville EDC spoke regarding Beechcraft, a new manufacturer for the T-6, the primary trainer for NAS-CC. He presented the Mayor with a model T-6 in honor of their support for the community. Mr. Johnny French stated that during Item 26 on the day's agenda, he asked Council to ask whether all the elements of the Packery Channel "6-Pack"would be completed and ask if the$4 million in the the Packery Channel maintenance fund would be enough for future maintenance. H. EXECUTIVE SESSION: (ITEMS 2 -3) Mayor Martinez deviated from the agenda and referred to the executive sessions on the day's agenda. The Council went into executive session. 2. Executive Session pursuant to Texas Government Code Section 551.074 Personnel Matters to deliberate the evaluation of the City Secretary with possible discussion and action in open session. The Council returned from executive session. Mayor Martinez stated that the following motion was discussed in e-session for Council consideration: Motion authorizing lifetime full golf and cart privileges at Corpus Christi Municipal Golf Courses for City Secretary Armando Chapa. Councilmember Scott made a motion to approve the motion as presented, seconded by Ms. McIntyre,and passed. Aye: 9- Council Member Allen, Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Abstained: 0 Enactment No: M2013-139 3. Executive session pursuant to Texas Government Code Section 551.071 to consult with attorneys regarding contemplated litigation related to the city wastewater treatment plants, with possible discussion and action in open session This E-Session Item was discussed in executive session. M. PUBLIC HEARINGS: (NONE) Corpus Christi Page 8 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (NONE) P. FUTURE AGENDA ITEMS: (ITEM 21) Mayor Martinez called for future agenda items. City Manager Olson said staff had a presentation on Item 21. 21. Agreement for the Assessment of the Efficiency and Effectiveness of the Fire Department Motion authorizing the City Manager or designee to execute a consultant agreement with MGT of America, Inc. to provide an assessment of the efficiency and effectiveness of the City of Corpus Christi Fire Department for an amount not to exceed $97,950. Funding is available in the Fire Department Budget for fiscal year 2013/2014. This Motion was recommended by staff to regular agenda. Enactment No: M2013-145 Q. BRIEFINGS TO CITY COUNCIL: (ITEMS 22 -27) 22. Port Corpus Christi Project 2020 Stragtegic Planning Process Mayor Martinez called for Item 22. Mr.Al Jones, Port of Corpus Christi commissioner,stated that the purpose of the presentation was to discuss the Port of Corpus Christi's Project 2020 Strategic Planning Process. He discussed the trends in tonnage by commodity, crude oil inbound v.outbound, the impacts of shifting cargo movements,and new developments in the area. Mr.John LaRue, executive director of the Port of Corpus Christi,stated that the strategic plan was needed to assess this period of fast-paced change and growth. He said the plan components were to determine the strengths, weaknesses,and opportunities analysis for the region;commodity forecasts; assessment of current assets;and identification of objectives to be completed in a 7-year horizon. He said the Planning Guide would help guide decisions regarding budgeting, leasing, land use and potential for highest and best use; and preservation of sites and corridors for future development. Mr. Rich Stroot, team leader and rail specialist for the project,discussed the strategic planning process. He said the three main concerns being voiced by the Port community were water supply reliability;electric power capacity, short and long term;and workforce availability. Chairman Mike Carrell asked for the Council's input on the project. Councilmembers spoke regarding the following issues: status of the Channel Improvement Project; Rincon Channel artificial reef; offers to assist the Port with their concerns regarding water supply and workforce,or other concerns; desalinization efforts;city efforts to increase housing through infill program; available land and docks for long-term growth;additional rail capacity; how Harbor Bridge height will affect the Port. Corpus Christi Page 9 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 23. Joint Land Use Study Mayor Martinez referred to Item 23,Joint Land Use Study(JLUS). Bob Payne with the Planning Department stated that the purpose of the presentation was to encourage land use compatibility for public safety surrounding NAS-CC, Waldron Field, Cabaniss Field,and Corpus Christi International Airport. Additionally, he said the JLUS would help with military mission sustainability. He said the JLUS was a grant funded study involving many partners, including property owners,city council members,Texas A&M Corpus Christi,TxDOT, and the Port of Corpus Christi. He reviewed the JLUS background report, which explained the technical issues and provided a comprehensive reference. He said 24 compatibility factors were assessed in the report, and staff was requesting that the Council accept the background report. He reviewed the joint land use study, including highlights and recommendations. He also discussed the public involvement process. Capt. David Edgecomb of NAS-CC thanked the Council and the community for their support of the military. Councilmembers spoke positively regarding the public involvement process for the project. Mr. Payne stated that the public hearing and first reading ordinance for the JLUS were scheduled for next week's Council meeting. 24. Street Preventive Maintenance Program Mayor Martinez referred to Item 24. City Engineer Dan Biles stated that the purpose of the presentation was to discuss the street preventive maintenance program. He discussed the street selection criteria for the project;the street network;and the workplan action items. He said the goal was to catch streets in need of maintenance before they fall into the category with those that need reconstruction. He said the work needed to be completed every seven years. He said engineers should have their maintenance plan of action completed in November; they will coordinate the plan with utilities. If the City awards contracts in December, he said that the overlay work could begin in January 2014. Most the work would be done in-house. City Manager Olson emphasized that the January start was not a guarantee. Councilmembers spoke regarding the following issues: how a PCI index for a street is determined;condition of Nesbit Street; discussion about scheduling a presentation on residential streets in the spring once progress on the street preventive maintenance program was assessed. 25. Street Component Discussion Mayor Martinez referred to Item 25. City Engineer Dan Biles stated that the purpose of the presentation was to discuss the components of a street. He reviewed the various street elements, and showed photos of rolled curb and gutters on selected streets. Councilmembers spoke regarding the following issues: creating a utility bill insert to encourage residents to clean gutters;any city policies that could prevent heavy trucks from going down residential roads; retention pond on Paul Jones/Holly Road. 26. Parks and Recreation Advisory Committee Annual Update Mayor Martinez referred to Item 26. Director of Parks and Recreation Michael Morris introduced Dr. Rick Barrera with the Parks and Recreation Advisory Committee to provide their annual update. Dr. Barrera reported on the Corpus Christi Page 10 Printed on 9/26/2013 City Council Meeting Minutes September 17,2013 committee's efforts to get the word out regarding parks and recreation programs. He said parks and recreation volunteers put in about 100,000 hours last year. Councilmembers thanked the committee for their efforts. City Engineer Dan Biles provided a brief update on Packery Channel 6-pack project. He said none of the projects had been canceled. He said Phases 1 and 2 were completed. He said three meetings would be held in October to discuss the continued funding of the projects. 27. Wastewater Trust Fund Mayor Martinez referred to Item 27. Interim Assistant City Manager Mark Van Vleck said that the purpose of the presentation was to discuss the solvency of the wastewater trunk line system trust fund. He discussed the purpose of the fund,the causes of the insolvency,and the current costs and revenues. He said the trunk balance had a positive balance of$152,000. He provided staffs recommendations to improve the system, including: only increasing fees to prevent inflation; UDC text amendment to change the priority of the reimbursement; and to exempt the are south of Oso Creek. He said he vetted the proposed changes with larger developers. Councilmembers discussed platting requirements;ways to fund projects without using trust fund dollars. R. ADJOURNMENT Mayor Martinez adjourned the meeting at approximately 4:30 p.m. Corpus Christi Page 11 Printed on 9/26/2013 Cor us Christi 1201 Leopard Street p Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,September 24,2013 11:30 AM Council Chambers Public Notice --THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Nelda Martinez to call the meeting to order. Mayor Martinez called the meeting to order at 11:30 a.m. B. Invocation to be given by Pastor Steve Hartwick, First Baptist Church The invocation was delivered by Police Chief Floyd Simpson. C. Pledge of Allegiance to the Flag of the United States. City Secretary Chapa stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Ron Olson, City Attorney Carlos Valdez,and City Secretary Armando Chapa. D. City Secretary Armando Chapa to call the roll of the required Charter Officers. City Secretary Chapa stated that a quorum of the Council and the required Charter Officers were present to conduct the meeting. Charter Officers: Assistant City Manager Susan Thorpe, First Assistant City Attorney Alison Logan,and City Secretary Armando Chapa. Present: 8- Council Member Priscilla Leal,Council Member David Loeb,Mayor Nelda Martinez,Council Member Mark Scott,Council Member Chad Magill,Council Member Colleen McIntyre,Council Member Lillian Riojas, and Council Member Rudy Garza Absent: 1 - Council Member Kelley Allen E. Proclamations /Commendations 1. Proclamation declaring September 24, 2013, as 70th Anniversary of the Junior League of Corpus Christi" Proclamation declaring September 28, 2013, as "Walk 'N Roll Corpus Christi Page 1 Printed on 101312013 City Council Meeting Minutes September 24,2013 Celebration for Disability Awareness Day" Proclamation declaring October as "Domestic Violence Awareness Month" Proclamation declaring October 1, 2013, as "National Night Out" Proclamation declaring October 4-10, 2013 as "Ideas Week Corpus Christi" Proclamation declaring October 11, 2013, as "Texas Speech Communication Association Day" Proclamation declaring October 23, 2013, as "HELP Hits the High Notes" Special Recognition of City Secretary Armando Chapa Mayor Martinez presented the Proclamations. Mayor Martinez presented a certificate of commendation and a resolution from the Texas Senate to City Secretary Armando Chapa in honor of his last regular Council meeting. State Representative Todd Hunter presented a resolution from the Texas House in honor of City Secretary Armando Chapa. F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Martinez asked for public comment. Mr.Abel Alonzo spoke in favor of hiring within the organization for the Assistant City Manager of Public Works and the City Secretary positions. Juan Araiza spoke regarding his concern that for the past ten years,the City seemed to be operating at a deficit of$63 million; he requested more transparency with the public. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS/ UPDATE ON CITY OPERATIONS: Mayor Martinez called for City Manager Comments. Assistant City Manager Corpus Christi Page 2 Printed on 101312013 City Council Meeting Minutes September 24,2013 Susan Thorpe reported on the following issues: 1)The U.S. Coast Guard conducted emergency preparations at the marina last weekend,and they went well.2)The Police department held a promotion ceremony yesterday for 16 sergeants and 1 lieutenant.3)The Police Crime Fighter Museum is available for viewing on the Staples Street entrance of City Hall today.4)The Health department is holding a flu shot drive-thru clinic at 1702 Horne Road this week. The first 50 persons will receive a free shot. H. EXECUTIVE SESSION: (NONE) I. MINUTES: 2. Regular Council Meeting of September 17, 2013 Mayor Martinez called for approval of the minutes. Councilmember Scott made a motion to approve the minutes,seconded by Ms. McIntyre. Councilmember Magill noted that the minutes did not include public comment. Councilmember Scott rescinded his motion to approve, as did Ms. McIntyre. The approval of the September 17 Regular Council meeting minutes was postponed. J. BOARDS &COMMITTEE APPOINTMENTS: 3. Leadership Committee for Senior Services Library Board Nueces County Tax Appraisal District Sister City Committee Mayor Martinez called for board and committee appointments. The Council made the following appointments: Leadership Committee for Senior Services -Araceli Cabral (Appointed);Val Salinas (Appointed). Library Board -Rachel Buck(Appointed) Nueces County Tax Appraisal District-Robert Adler(Reappointed);Jerry Garcia(Reappointed) Sister City Committee-Donald Russell (Reappointed); Heather Moretzsohn (Reappointed);Wan Sun Kim (Reappointed). K. EXPLANATION OF COUNCIL ACTION: L. CONSENT AGENDA: (NONE) M. PUBLIC HEARINGS: (ITEMS 4,6) 4. Public Hearing and First Reading -Adopting Joint Land Use Study (JLUS) Background Report as an element of the Comprehensive Plan Ordinance accepting the NAS Corpus Christi Joint Land Use Background Report and amending the Comprehensive Plan of the City Corpus Christi Page 3 Printed on 101312013 City Council Meeting Minutes September 24,2013 of Corpus Christi by adopting the NAS Corpus Christi Joint Land Use Study; providing for repeal of conflicting ordinances; providing for severance; and providing for publication. Mayor Martinez deviated from the agenda and referred to Item 4. Mr. Bob Payne with the Planning department stated that the purpose of the item was to hold a public hearing to consider an ordinance accepting the NAS Corpus Christi Joint Land Use Background Report and adopting the Corpus Christi Joint Land Use Study. He said approval of the ordinance would create compatible land use around the NAS-CC airports and the Corpus Christi International Airport for public safety and military sustainability. Mr. Payne explained the technical issues regarding the background report,and discussed the major recommendations contained in the joint land use study. He also described the public input process and named their partners in the study. Councilmember Loeb made a motion to open the public hearing,seconded by Mr.Scott,and passed. There were no comments from the public. Councilmember Loeb made a motion to close the public hearing, seconded by Ms. McIntyre,and passed. Captain Edgecomb with NAS-CC, Foster Edwards with the Chamber of Commerce,and Tyner Little with Nueces County spoke in support of the project.This Ordinance was passed on its first reading with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 6. Public Hearing and First Reading Ordinance -Rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, on properties located at 1309 Daly Drive and 1302 Woodlawn Drive. Case No. 0813-03 Hammond Jones Real Estate Development LLC: A rezoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, resulting in a partial change to the Future Land Use Plan. The property to be rezoned is described as being the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Ordinance Ordinance amending the Unified Development Code ("UDC') upon application by Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Corpus Christi Page 4 Printed on 101312013 City Council Meeting Minutes September 24,2013 Foundation ("Owner"), by changing the UDC Zoning Map in reference to the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives, from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez deviated from the agenda and referred to Item 6. Annika Gunning with Development Services stated that the purpose of the item was to rezone the subject property to allow for construction of an apartment complex. She said Planning Commission and staff were in favor of the zoning change. Councilmember Scott made a motion to open the public hearing,seconded by Mr. Loeb,and passed. There were no comments from the public. Councilmember(s)stated that the residents had concerns about the project, but their concerns were met. A motion was made and seconded to close the public hearing. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 FIRST READING ORDINANCES: (ITEM 11) 11. First Reading Ordinance - Restricting the use of wireless communications while driving Ordinance adding a new section 53-16 of the city code relating to restrictions on use of wireless communications while driving, creating an offense, providing for penalties, providing for severance, providing for publication, and providing for an effective date. Mayor Martinez deviated from the agenda and referred to Item 11. Police Chief Floyd Simpson stated that the purpose of the item was to revise the existing City ordinances to curtail the use of cellular phones while driving, including texting. He said he was recommending the use of hands-free devices. He cited numerous statistics to to demonstrate the need to curtail distracted driving. He said 22 cities have an ordinance like this in place. He said the goal was to emphasize enforcement rather than a total ban. Councilmembers spoke in support, and regarding the exemption for public safety officers, educating the public with a PSA. Mayor Martinez called for public comment. Ms. Gloria Scott spoke in support of the ordinance. Abel Alonzo asked spoke about ADA accessibility issues, and the Police Chief to counsel officers about being more sensitive to them. Robbie Foster spoke in favor of the ordinance, saying he was injured by a distracted driver. This Ordinance was passed on first reading.with the following vote: Corpus Christi Page 5 Printed on 101312013 City Council Meeting Minutes September 24,2013 Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 PUBLIC HEARINGS: (ITEMS 5, 7-8) 5. Public Hearing and First Reading Ordinance -Amending the Unified Development Code's limitations on restaurants in the neighborhood commercial and office zoning districts. Ordinance amending the Unified Development Code for limitations on restaurants in the neighborhood commercial and office zoning districts by revising subsection 5.2.11 - Restaurant; and providing for severance, penalties, and publication. (NOTE - Council took a 20 minute recess beginning at 2:05 p.m.) Mayor Martinez deviated from the agenda and referred to Item 5. Annika Gunning with Development Services stated that the purpose of the item was to amend the Unified Development Code by increasing the square footage limitation on restaurants in the Neighborhood Commercial and Office zoning districts.She said the proposed amendments would increase the limitation on restaurant floor area from 2,500 to 5,000 square feet in the"CN-1"district and from 2,500 to 300 square feet in the"CN-2"and "CN" Districts. She said it would allow for more of a balance between business needs and protecting neighborhoods. Councilmember McIntyre made a motion to open the public hearing,seconded by Mr. Magill and passed. There were no comments from the public. Councilmember Garza made a motion to close the public hearing, seconded by Ms. Leal,and passed. This Ordinance was passed on first reading with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 7. Public Hearing and First Reading Ordinance -Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on properties located at 15013 - 15029 Leeward Drive and 15022 Aruba Drive. Case No. 0813-04 Doug Shaw: A rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Corpus Christi Page 6 Printed on 101312013 City Council Meeting Minutes September 24,2013 Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, located between Aruba and Leeward Drives, approximately 200 feet south of Running Light Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Doug Shaw ("Owner"), by changing the UDC Zoning Map in reference to Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez deviated from the agenda and referred to Item 7. Annika Gunning with Development Services stated that the purpose of the item was to rezone the property to allow 23 townhomes as part of a Planned United Development. Councilmember Garza made a motion to open the public hearing,seconded by Councilmember Magill,and passed.There were no comments from the public or the Council. Councilmember Garza made a motion to close the public hearing,seconded by Councilmember McIntyre, and passed.This Ordinance was heard on public hearing and passed on its first reading and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 8. Public Hearing and First Reading Ordinance -Rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, on property located at 15030, 15034, and 15038 Aruba Drive. Case No. 0813-05 Doug Shaw and Jill Shaw: A rezoning from the Corpus Christi Page 7 Printed on 101312013 City Council Meeting Minutes September 24,2013 "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, not resulting in a change to the Future Land Use Plan. The property to be rezoned is described as Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, located along the east side of Aruba Drive, approximately 175 feet west of Leeward Drive. Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to 10 conditions. Ordinance Ordinance amending the Unified Development Code ("UDC'), upon application by Doug Shaw and Jill Shaw ("Owners"), by changing the UDC Zoning Map in reference to Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor Martinez called for Item 8.Annika Gunning with Development Services stated that the purpose of the item was to rezone the property to allow 14 townhomes as part of the Planned Unit Development. Councilmember McIntyre made a motion to open the public hearing,seconded by Councilmember Magill, and passed.There were no comments from the public or the Council. Councilmember McIntyre made a motion to close the public hearing,seconded by Councilmember Leal and passed.This ordinance was heard on public hearing and passed on first reading and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 N. REGULAR AGENDA: (ITEMS 9 - 10) 9. Agreement for the Assessment of the Efficiency and Effectiveness of the Fire Department Motion authorizing the City Manager or designee to execute a consultant agreement with MGT of America, Inc. to provide an assessment of the efficiency and effectiveness of the City of Corpus Christi Fire Department for an amount not to exceed $97,950. Funding is available in the Fire Department Budget for fiscal year 2013/2014. Corpus Christi Page 8 Printed on 101312013 City Council Meeting Minutes September 24,2013 Mayor Martinez referred to Item 9.Assistant Director of Strategic Management Saundra Thaxton stated that the purpose of this item was to approve a consultant agreement with MGT of America, Inc.to provide an assessment of the efficiency and effectiveness of the Fire Department. Mayor Martinez asked for public comment. Carlos Torres, President of the Corpus Christi Firefighters Association, referred to previous assessment of the Fire Department and expressed concern on whether the recommended changes would be implemented;the funding for the assessment;and whether the assessment would be all inclusive.Abel Alonzo,thanked the City Manager for holding departments accountable and spoke regarding privatization of EMS services.A motion was made that this Motion be passed and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 Enactment No: M2013-145 10. Approval of Change Order No. 6 for Corpus Christi International Airport Runway 17-35 Extension/Displacement and Connecting Taxiway Project Motion authorizing the City Manager, or designee, to execute Change Order No. 6 to the Construction Contract with Bay, Ltd. of Corpus Christi, Texas in the amount of $641,521.50 for a total restated fee not to exceed $14,370,427.09, for the Corpus Christi International Airport (CCIA) Runway 17-35 Extension/ Displacement and Connecting Taxiway Project. Mayor Martinez referred to Item 10. Director of Engineering Services Dan Biles stated that the purpose of this item was to approved Change Order No.6 for the Corpus Christi International Airport Runway 17-35 Extension/Displacement and Connecting Taxiway Project.There were no comments from the public or the Council.A motion was made that this Motion be passed and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 Enactment No: M2013-146 O. FIRST READING ORDINANCES: (ITEMS 11 - 15) 12. First Reading Ordinance -Accepting and appropriating State grant amendment increase Corpus Christi Page 9 Printed on 101312013 City Council Meeting Minutes September 24,2013 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a grant amendment in the amount of$50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Woman, Infants, and Children (WIC) Program. Mayor Martinez referred to Item 12.Assistant Director of Public Health Aurora Parlamas stated that the item is the appropriation and acceptance of an amendment for the Woman, Infants and Children (WIC)grant. There were no comments from the public or the Council.This Ordinance be passed on first reading and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 13. First Reading Ordinance -Amending Appendix A of the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness Ordinance authorizing the City Manager to execute all documents necessary to approve and accept this second amendment to Appendix A, of the Regional Health Awareness Board's ("RHAB") Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB Mayor Martinez referred to Item 13.Assistant Director of Public Health Aurora Parlamas stated that the purpose of this item was to approve the second amendment to Appendix A of the Regional Health Awareness Board's Interlocal Agreement by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as an organization that may appoint members to the board.There were no comments from the public of the Council. This Ordinance be passed on first reading and approved with the following vote: Aye: 8- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member Magill, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 0 14. First Reading Ordinance -Closing a portion of a 10-foot wide utility easement Corpus Christi Page 10 Printed on 101312013 City Council Meeting Minutes September 24,2013 Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C and requiring the owner, TWF Partners, LLC., to comply with specified conditions. Mayor Martinez referred to Item 14. Building Official John Speights stated that the purpose of this item is to eliminate a utility easement and allow for the future development of the subject property. There were no comments from the public or the Council. For the record, Councilmember Magill submitted a conflict of interest form and abstained from the vote on this item. This Ordinance be passed on first reading and approved with the following vote: Aye: 7- Council Member Leal, Council Member Loeb, Mayor Martinez, Council Member Scott, Council Member McIntyre, Council Member Riojas and Council Member Garza Absent: 1 - Council Member Allen Abstained: 1 - Council Member Magill 15. First Reading Ordinance -Closing a portion of a 15-foot wide utility easement Ordinance abandoning and vacating a portion of a 15-foot wide utility easement out of Lots 5A-6A, Industrial Technology Park Unit 1, and requiring the Owner, Agnes Properties, to comply with the specified conditions. This Ordinance was postponed P. FUTURE AGENDA ITEMS: (ITEMS 16 -25) Mayor Martinez referred to the Future Agenda.Assistant City Manager Susan Thorpe stated that staff had presentations on Items 20,22,23,24 and 25. Councilmembers requested presentations on 16-19. 16. Purchase of Five Pickup Trucks for Beach Rescue and Beach Maintenance Motion approving the purchase of five (5) pickup trucks from Philpott Motors, Nederland, Texas for a total expenditure of $143,901.25. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted by the Parks and Recreation Department in FY 2013- 2014. This Motion was recommended to regular agenda 17. Approving the lease-purchase of one Freightliner Truck with Pressure Digger Body Motion approving the lease-purchase of one (1) Freightliner truck with Corpus Christi Page 11 Printed on 101312013 City Council Meeting Minutes September 24,2013 pressure digger body from Freightliner of Houston, Houston, Texas for a total amount of$285,809.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the City's lease-purchase financing contractor. Councilmember Loeb made a motion directing staff to consider life cycle costs,alternative fuel and maintenance on future vehicle purchases,seconded by Councilmember McIntyre, and passed. This Motion was recommended to regular agenda 18. Approving Lease purchase for Curbside Refuse and Recycle Containers Motion approving the lease purchase of 7,488 96-gallon curbside refuse containers and 1,872 96-gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of $488,989.20. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (H-GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. This Motion was recommended to consent agenda 19. Approving a supply agreement for trap rock used for seal coating Motion approving a supply agreement with Vulcan Construction Materials, L.P., San Antonio, Texas for approximately 6,000 tons of trap rock in accordance with Bid Invitation No. BI-0176-13 based on lowest responsible bid, for a total amount of$277,500 of which $231,250 is required for FY 2013-2014. The term of the supply agreement will be twelve-months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Street Department in FY 2013-2014. This Motion was recommended to consent agenda 20. Contract -Approving Data Collection Unit(DCU) Component Upgrade to the Automated Meter Reading (AMR) System Motion approving a contract with Aclara Technologies LLC, Hazelwood, Missouri for the purchase and installation of components on approximately 61 Data Collection Units (DCU's) of the City's automatic meter reading (AMR) system. The award is based on sole source, for a total amount of$71,791.33. Funds have been budgeted by the MIS Department in FY 2013-2014. Corpus Christi Page 12 Printed on 101312013 City Council Meeting Minutes September 24,2013 This Motion was recommended to consent agenda 21. Amendment to Ad Valorem Collections Contract with Nueces County Motion approving an amended agreement for ad valorem tax collection services with Nueces County at an annual per parcel rate established by Nueces County and continuing from year to year unless canceled. This Motion was recommended to regular agenda 22. Refunding of Corpus Christi Business and Job Development Corporation Arena Bonds Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. This Resolution was recommended to regular agenda 23. Refunding of Corpus Christi Business and Job Development Corporation Baseball Stadium Bonds Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. This Resolution was recommended to regular agenda 24. Engineering Design Contract Amendment No. 2 for two new 10 Million Gallons Daily(MGD) Pumps for the Staples Street Pumping Plant Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to the Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $135,640.00, for a total restated fee not to exceed $352,110.00 for the Staples Street Pumping Plant New 10 MGD Pumps Project. This Motion was recommended to consent agenda Corpus Christi Page 13 Printed on 101312013 City Council Meeting Minutes September 24,2013 25. Engineering Design Amendment No. 1 - McArdle Road Improvements - Ennis Joslin Road to Whitaker Drive (Bond 2012) Motion authorizing the City Manager or designee to execute Amendment No. 1 to a Contract for Professional Services with RVE, Inc. of Corpus Christi, Texas in the amount of $155,520.00, for a total restated fee not to exceed $1,113,240.00 for McArdle Road from Nile Drive to Ennis Joslin Road and McArdle Road from Whitaker Drive to Nile Drive, for design, bid, and construction phase services BOND ISSUE 2012. (Proposition No. 1 Street Projects) This Motion was recommended to consent agenda Q. BRIEFINGS TO CITY COUNCIL: (NONE) R. ADJOURNMENT Mayor Martinez adjourned the meeting at 3:46 p.m. Corpus Christi Page 14 Printed on 101312013 d AGENDA MEMORANDUM oaPOwR,k Future Item for the City Council Meeting of September 24, 2013 2852 Action Item for the City Council Meeting of October 8, 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(a)-cctexas.com 361-826-3169 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm(aD-cctexas.com 361-826-3932 Curbside Refuse and Recycle Containers CAPTION: Motion approving the lease purchase of 7,488 96-gallon curbside refuse containers and 1,872 96-gallon curbside recycle containers from Toter Incorporated, Statesville, NC for the total amount of$488,989.20. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (H-GAC). The containers will be used in the City's automated collection program. Funds for the lease purchase of the curbside collection containers will be provided through the City's lease/purchase financing program. PURPOSE: These containers are used by customers for their refuse and recycling needs. BACKGROUND AND FINDINGS: These containers will be distributed to residents in new start-up homes, residents requesting additional containers and replacement units. The entire City is currently on the automated collection program. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The containers will be funded for a sixty-month period with an estimated interest rate of 2.18%. The actual interest rate will be determined after the acceptance of the containers. The estimated annual payment for the Solid Waste Department is $103,313.40. Total estimated cost over the sixty-month period, including principal of $488,989.20 and interest of $27,577.55, is $516,566.75. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Solid Waste Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $2,683,897.63 $447,691.15 $3,131,588.78 Encumbered / Expended Amount 16,376.96 0 16,376.96 This item 1 68,875.601 447,691.15 1 516,566.75 BALANCE $2,598,645.07 0 1 $2,598,645.07 Fund(s): General Fund Comments: The $68,875.60 financial impact shown above represents eight months of payments that will be encumbered through the end of this fiscal year. The remaining $447,691.15 for the last fifty-two (52) months of the lease-purchase payments will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price sheet. CITY OF CORPUS CHRISTI PRICE SHEET HGAC CONTRACT#GC01-13 PURCHASING DIVISION CURBSIDE REFUSE& RECYCLE CONTAINERS SENIOR BUYER: ELISA COVINGTON COUNCIL DATE: SEPTEMBER 24, 2013 Toter Incorporated Statesville, NC Unit Extended Item Description Qty. Unit Price Price 1 96-gallon curbside refuse containers 7,488 Ea $ 51.51 $ 385,725.12 2 96-gallon curbside recycle containers 1,872 Ea $ 55.16 $ 103,264.08 $ 488,989.20 TOTAL: se 0 *4 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 24, 2013 Action Item for the City Council Meeting of October 8, 2013 0ORPOR 11 1832 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services m i keb(a)-cctexas.com 361-826-3169 Valerie H. Gray, P.E., Director of Storm Water and Street Operations valerieg(a)-cctexas.com 361-826-1875 F_ Trap Rock CAPTION: Motion approving a supply agreement with Vulcan Construction Materials, L.P., San Antonio, Texas for approximately 6,000 tons of trap rock in accordance with Bid Invitation No. BI-0176-13 based on lowest responsible bid, for a total amount of $277,500 of which $231,250 is required for FY 2013- 2014. The term of the supply agreement will be twelve-months with an option to extend for up to two additional twelve-month periods subject to the approval of the supplier and the City Manager or designee. Funds have been budgeted by the Street Department in FY 2013-2014. PURPOSE: The trap rock will be used by the Street Department for the street seal coating program. Seal coating is a maintenance process that extends the life of the street. BACKGROUND AND FINDINGS: Not applicable. ALTERNATIVES: Martin Marietta Materials, San Antonio, Texas submitted the apparent low bid, however, Martin's offer does not meet the specification requirements for gradation. Martin Marietta met only one of the five requirements of the specifications. The gradation balance of the rock size is important in order to have a long lasting life on the seal coat and a smooth ride. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/ NON-EMERGENCY: Non-Emergency. DEPARTMENTALCLEARANCES: Street Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $2,370,831.00 $46,250.00 $2,417,081.00 Encumbered / Expended Amount $733.73 $733.73 This item $231,250.00 $46,250.00 $277,500.00 BALANCE $2,138,847.2 $2,138,847.27 Fund(s): Street Funds Comments: The $231,250.00 financial impact shown above represents ten (10) months of payments that will be encumbered through the end of this fiscal year. The remaining $46,250.00 for the last two (2) months of the supply agreement will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation / E _ 0 6 $ \ a CD M EL' o _ m 0 C °q J ® ch c ° g \ / � k ƒ \ LO \ \ 2 / cq ko § / + 0 7 0 u § / « R E 2 \ / \ / \ \ f L e e 7 § C) o 0 ± 6 6 > a 2 7 7 7 / � \ \ \ m 0 m m — ■ / 2 ) ¥ 0 � 6 o � � / ( / ` $ \ LU g \ U £ � ■ 5 f § > d f \ E CL E o $ / / f 2 m O R 2 ; \ U O 7 % o 00 2 R � E > ± / ; Z I ¥ o = ; c o Q CD § qCL / § / 2 / 2 ® to o k ) 2 § a § o' .- Z 0 4 k \ w \ .3 c ch o o \ CO § 2 ~ U) .3 c 2 \ \ i o @ •- CD\ 0k U) � k / Z 2 L b * _ ■ ± 0 ¥ _ _ \ c ■ 3 / W a) 6 \ E a ' \ L o U) > G of IS / 2 3 2 2 m o o % ■ 0 CD \ % / \ \ k k O g �2 E R o \ % 4) \ ƒ Q / R \ $ » U \ f � \ i i 0 se 0 *4 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 24, 2013 Action Item for the City Council Meeting of October 8, 2013 0ORPOR 11 1832 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services m ikeb(a)-cctexas.com 361-826-3169 Michael Armstrong, Director of MIS M ichaelAr(a)-cctexas.com 361-826-3740 Data Collection Unit (DCU) Component Upgrade to the Automated Meter Reading (AMR) System CAPTION: Motion approving a contract with Aclara Technologies LLC, Hazelwood, Missouri for the purchase and installation of components on approximately 61 Data Collection Units (DCU's) of the City's automatic meter reading (AMR) system. The award is based on sole source, for a total amount of $71,791.33. Funds have been budgeted by the MIS Department in FY 2013-2014. PURPOSE: This purchase will update our current infrastructure to the latest technology, while reducing the number of Data Collector Units (DCUs) from 98 units to 77 units. BACKGROUND AND FINDINGS: Aclara Technologies LLC is the sole source manufacturer of the STAR® Fixed Network Automatic Meter Reading System which is currently installed throughout the City of Corpus Christi. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/ NON-EMERGENCY: Non-Emergency. DEPARTMENTALCLEARANCES: MIS Operation FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $545,194.23 $545,194.23 Encumbered / Expended Amount $473,402.90 $473,402.90 This item $71,971.33 $71,971.33 BALANCE 1 0.001 1 0.00 Fund(s): MIS Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION DCU COMPONENT UPGRADE TO AMR BUYER: GABRIEL MALDONADO COUNCIL DATE: SEPTEMBER 24, 2013 Aclara Technologies LLC Hazelwood, Missouri ITEM DESCRIPTION QTY I UNIT UNIT PRICE I TOTAL PRICE 1. DCU components 1 LOT $33,999.33 $33,999.33 2. Complete installation, programing and testing. 1 LOT $37,792.00 $37,792.00 Grand Total $71,791.33 Aclara-Corpus Christi TX MASTER AGREEMENT This Master Agreement is made and entered into as of the date last signed (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Hornet Drive Hazelwood, MO 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Purchaser") Collectively, Aclara®and Purchaser may be referred to as "Parties". Whereas, Aclara has developed certain proprietary equipment and software which together constitute the Aclara®Technology System which performs automatic meter reading and collects metering data utilized by providers of electricity, gas and water to consumers; Whereas, Purchaser desires to acquire from Aclara an upgrade to its Aclara Technology System utilized by Purchaser for automated meter reading of residential, industrial and commercial utility meters and for other purposes; Now Therefore, in consideration of the mutual covenants set forth herein, and intending to be legally bound, the Parties agree as follows: 1. Definitions. The following words and phrases shall have the following meanings for the purposes of this Master Agreement. A. "Master Agreement" means this document and the following Exhibits all of which are attached hereto and made a part hereof, and any amendments, modifications or supplements thereto or attachments incorporated therein: 1) Exhibit A, Statement of Work 2) Exhibit B, List of Deliverables and Pricing 3) Exhibit C, Software License Agreement 4) Exhibit D, Maintenance Agreement 5) Exhibit E, Aclara Equipment Warranties B. "Aclara Licensed Software" shall have the meaning as it is defined in Exhibit D, Software License Agreement. C. "Aclara Personnel" means all employees of Aclara, Aclara's subcontractors and their employees, or any other personnel assigned by Master Agreement- Rev 3-7.18.13 Page 1 of 16 Aclara—Corpus Christi TX Aclara to provide work pursuant to this Master Agreement. Aclara Personnel shall not include any Purchaser Personnel. D. "Aclara STAR System" means the AMI system comprised of: 1) the Hardware purchased from Aclara by Purchaser under this Agreement; and 2) the Software licensed by Aclara to the Purchaser under the terms of this Agreement and Exhibit C, Software License Agreement. E. "Commercially Reasonable Efforts" means taking such steps and performing in such a manner as a well managed company would undertake where it was acting in a determined, prudent and reasonable manner. F. "Contract Manufacturers" means those entities that manufacture proprietary Aclara designed transponders, substation control equipment and other equipment. G. "Deliverables" mean the Equipment, Software and Services listed on Exhibit B, List of Deliverables, Pricing and Delivery Dates. H. "Delivery" means, in the case of Equipment purchased hereunder, the loading of the equipment on the means of transport of the carrier selected by Aclara pursuant to Section 10, below. "Delivery" means, in the case of Software provided hereunder, the remote installation of the Software by Aclara on the Purchaser-provided Designated Equipment, or, if applicable, upon the Delivery of the Designated Equipment provided by Aclara on which the Software is installed. "Delivery" means, in the case of Services provided hereunder, the periodic performance of such Services as described herein. I. "Equipment" means those products described on Exhibit B, List of Deliverables, Pricing and Delivery Dates that are manufactured by Aclara or by a Contract Manufacturer and denoted as "Equipment." J. "Hardware" means the Equipment and Third Party Equipment described on Exhibit B, List of Deliverables, Pricing and Delivery Dates. K. "Maintenance Agreement" means Exhibit D." L. "Project Schedule" shall mean the schedule developed in accordance with Section 3, below. M. "Purchaser Personnel" means all employees of Purchaser, Purchaser's subcontractors and their employees, or any other persons or entities assigned by Purchaser to provide materials, services or labor in furtherance of Purchaser's installation, deployment and use of Purchaser's Master Agreement- Rev 3—7.18.13 Page 2 of 16 Aclara—Corpus Christi TX STAR Technology System. Purchaser Personnel shall not include any Aclara Personnel. N. "Services" shall mean those services to be performed by Aclara as described herein. O. "Software License Agreement" means the agreement, a copy of which is attached as Exhibit D, Software License Agreement P. "Third-Party Equipment" means the those products described on Exhibit B, List of Deliverables, Pricing and Delivery Dates that are not manufactured by Aclara or by a Contract Manufacturer and denoted as "Third Party Equipment." Q. "Third Party Licensed Software" shall have the meaning as it is defined in Exhibit D, Software License Agreement. R. "Work" means all obligations, duties and responsibilities of the Parties necessary to be performed by them in order to accomplish all of their respective obligations under this Master Agreement. 2. Work. Upon the effective date of this Master Agreement, Aclara shall provide all necessary equipment, software, management, supervision, materials, tools, supplies, facilities and resources necessary to perform its Work in accordance with the terms of this Master Agreement. Upon the effective date of this Master Agreement, Purchaser shall provide all necessary management, supervision, resources and materials required (but not to be supplied by Aclara hereunder) to perform its Work in accordance with the terms of this Master Agreement. 3. Project Schedule. Aclara and Purchaser shall meet as expeditiously as possible after the execution of this Agreement to discuss the Start-Up Checklist, the Project Schedule and related matters ("the Kickoff Meeting"). Account Managers from Aclara and Purchaser are responsible for monitoring the Start-Up Checklist and Project Schedule so that the delivery dates shown on Exhibits B and C and/or determined by mutual agreement are met. 4. Term A. The term of this Master Agreement shall become effective on the date last written below and shall continue in full force and effect (unless earlier terminated in accordance with this Master Agreement) until the Work has been completed. Notwithstanding such termination, certain rights and obligations arising under this Master Agreement, including, but not limited to those concerning indemnity, Dispute Resolution, and Limitation of Liability and the Software License Agreement, Non-disclosure Agreement and Maintenance shall survive the termination of this Master Agreement. Master Agreement- Rev 3—7.18.13 Page 3 of 16 Aclara—Corpus Christi TX The term of this Master Agreement may be extended by mutual agreement of the Parties. B. The Parties acknowledge that Purchaser may desire to purchase additional equipment following the completion of all Work (referred to herein as "Expiration") of this Agreement. In such case, any such purchases shall be at such prices and delivery shall occur on such dates as the Parties may then agree. All other terms and conditions contained in this Master Agreement shall apply to such purchases. 5. Time for Performance A. Aclara shall use Commercially Reasonable Efforts to deliver the Equipment and Software and provide the Services within the times set forth on Exhibits B and C or by mutual agreement. Purchaser understands and agrees that the ability of Aclara to make such deliveries and provide such Service within such times is dependent upon the timely issuance of Purchase Orders (if required) and timely performance of Purchaser's Work by Purchaser Personnel. Purchaser agrees that it will use Commercially Reasonable Efforts to cause Purchaser Personnel to perform their respective obligations in a timely fashion and to cooperate with Aclara in scheduling their respective Work. B. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by an act or omission of the other Party or such Party's Personnel. C. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by delays in shipment, delivery or taking receipt of any items sold hereunder, or loss or damage thereto, acts of God, acts of the other Party, acts of civil, regulatory or military authority, U.S. Governmental restrictions or embargoes, war, terrorism, riot, fires, strikes, flood, epidemics, quarantine, restrictions, default or delay by supplier, breakdown in manufacturing facilities, machinery or equipment, delays in transportation or difficulties in obtaining necessary materials, labor or manufacturing facilities due to such causes, or any other cause beyond a Party's reasonable control. In the event of such occurrence, performance shall be suspended to the extent made necessary by such forces, and the time for performance shall be extended by a period equal to the time of delay. Upon the occurrence of such an event the Party whose performance is adversely affected shall promptly notify the other Party of the nature and extent of the occurrence and the anticipated period of delay in performance. Any Party so adversely affected shall use all Commercially Reasonable Efforts to minimize the extent of the delay in performance. No event of Force Majeure shall apply to any obligation by either Party to pay money. Master Agreement- Rev 3—7.18.13 Page 4 of 16 Aclara-Corpus Christi TX D. If either Party causes a delay not otherwise excused hereunder in the progress of the Work, such Party shall use Commercially Reasonable Efforts (all without additional cost to the other Party) to complete its Work within the times set forth on the Project Schedule. 6. Purchase, Sale and License. Purchaser agrees to purchase the Hardware and Services and license the Aclara Licensed Software and the Third Party Licensed Software from Aclara. Aclara agrees to sell to Purchaser the Hardware and Services and to license the Aclara Licensed Software and the Third Party Licensed Software to Purchaser all at the prices and in the quantities set forth on Exhibit B and upon the terms and conditions set forth in this Master Agreement. 7. Maintenance Agreement. Aclara offers annual Maintenance and Supplemental Support Services to Purchaser (Licensee). A copy of Aclara's standard agreement for the provision of those services is set forth Exhibit E, Maintenance Agreement. Should Purchaser desire such services and fixed rates for optional support services, such Services will be provided by Aclara in accordance with the cost determined as provided therein. 8. Purchaser's Responsibilities A. Purchaser shall perform those tasks and assume those responsibilities specified herein and as set forth in this Master Agreement. B. Purchaser shall provide Aclara Personnel with such access to Purchaser's property and Personnel as may be necessary for Aclara to perform its Work. C. Purchaser shall devote sufficient time and resources, including qualified personnel, to perform its Work in accordance with this Master Agreement. D. Purchaser agrees that it shall insure that Purchaser Personnel cooperate with Aclara in the timely and efficient performance of Aclara's and Purchaser's respective obligations under this Master Agreement. 9. Invoicing and Payment A. Equipment. Aclara shall invoice for the Hardware listed on Exhibit B at the prices on Exhibit B upon Delivery. B. Services. Aclara shall invoice for the Services listed on Exhibit B at the prices on Exhibit B as follows: 1) Project Implementation Fee shall be invoiced upon execution of this Agreement. 2) All other Services will be invoiced as stated on Exhibit B. Master Agreement- Rev 3-7.18.13 Page 5 of 16 Aclara-Corpus Christi TX C. Payment. Purchaser shall pay Aclara invoices within thirty (30) days of the date thereof. Any amounts not paid when due shall bear interest at the lesser of 1 Y2% per month or the highest amount permitted by law until paid. 10. Title, Risk of Loss and Insurance. Hardware is sold CPT Destination (Carriage Paid to Destination as defined in accordance with INCOTERMS 2000). Title to and Risk of Loss of Equipment shall pass to Purchaser upon the loading of the Equipment on the means of transport of the carrier selected by Aclara. Carriage shall be arranged for by Aclara on usual terms for its account and Purchaser's risk. Aclara shall have no responsibility to arrange or pay for insurance against loss, damage or destruction occurring after loading of Equipment. 11. Sales and Use Taxes. Aclara shall invoice to Purchaser any applicable state, county or local sales or use taxes applicable to the Work. If Purchaser should determine that all or part of the Work is not subject to such taxes, then in such case, Purchaser shall provide to Aclara a Sales and Use Tax Exemption Certificate. 12. Substitution. Aclara shall have the right to substitute an item of Equipment for an item specified on Exhibit B provided that such substituted item is, in fact, functionally equivalent to the specified item. In the event of any such substitution, Aclara shall give Purchaser prompt written notice of its intention to make a substitution which notice shall set forth the reason(s) for such substitution and shall contain a statement that the substituted item is functionally equivalent to the specified item. 13. Warranties. In connection with the Deliverables, Aclara makes the following warranties: A. Equipment. Aclara warranties, with respect to Aclara equipment sold hereunder, are stated in Exhibit E, Aclara Equipment Warranties. B. Software. Aclara warranties, with respect to the STAR Software License sold hereunder, are stated in Attachment C, Aclara Software License Agreement C. Services. With respect to Services to be performed by Aclara under this Master Agreement, Aclara warrants that the Services shall be performed in a professional, competent and timely manner by Aclara Personnel appropriately qualified and trained to perform such Services. In the event of a breach of the foregoing warranty relating to Services occurs within twelve months from the date of the providing of such Services, Aclara shall, at its sole cost and expense, re-perform such Services. Master Agreement- Rev 3-7.18.13 Page 6 of 16 Aclara—Corpus Christi TX D. Except as specifically set forth herein, no warranty under any provision of this Master Agreement is made with respect to software or equipment items that have not been created or manufactured by Aclara or its Contract Manufacturers, such being subject only to the warranties made by their respective creators or manufacturers. Aclara shall not be responsible or liable for unauthorized modifications, alterations, misapplications, or repairs made to the equipment and/or software by Purchaser's Personnel or persons other than Aclara Personnel, or for damage thereto caused by negligence, accidents or use by Purchaser's Personnel or persons other than Aclara Personnel in violation of any provision of this Master Agreement. E. THE WARRANTIES SET FORTH IN THIS MASTER AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. 14. Indemnity. For the purpose of this Section 14 only, "Purchaser Parties" shall mean Purchaser, its directors, officers, agents and employees, assignees, subsidiaries and affiliates, and each of them; "Aclara Parties" shall mean Aclara, its directors, officers, agents and employees, contractors and subcontractors at any tier, and the subcontractor's directors, officers, agents and employees, and each of them; and "Claims" shall mean claims, demands, suits or causes of action. The Parties obligations under this Section 14 shall not be limited to their respective insurance coverage. A. General Indemnity 1) Aclara shall indemnify Purchaser Parties for any and all loss or liability, including the costs of settlements, judgments, damages and direct expense including reasonable attorney's fees, costs and expenses arising from Claims, whether based on statute or regulation or on theories of contract, tort, strict liability, or otherwise, which are brought against one or more Purchaser Parties by or on behalf of persons other than Purchaser Parties involving injuries or damages to persons or property arising from or in any manner relating to negligent acts or omissions of Aclara Parties under this Master Agreement provided that: a. Purchaser promptly notifies Aclara in writing of such claims; b. Purchaser fully cooperates with Aclara in assisting in the defense or settlement of such claims; and C. Aclara has the sole right to conduct the defense of such claim or to settle such claim. Aclara shall defend at its own expense, with counsel of its choosing, but reasonably Master Agreement- Rev 3—7.18.13 Page 7 of 16 Aclara-Corpus Christi TX acceptable to Purchaser, any suit or action brought against Purchaser Parties based upon such Claims. 2) Further, provided that Purchaser promptly notifies Aclara in writing of any alleged violations described below, Aclara shall also indemnify Purchaser Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standards applicable to the Work arising from or relating to acts or omissions of Aclara Parties. Aclara's obligations under this Section 14.A.1) and 2) shall be reduced to the extent of the negligence, gross negligence or willful misconduct of Purchaser Parties. 3) Purchaser shall indemnify Aclara Parties for any and all loss or liability, including the costs of settlements, judgments, damages and direct expense including reasonable attorney's fees, costs and expenses from Claims, at law or in equity, whether based on statute or regulation or on theories of contract, tort, strict liability, or otherwise, which are brought by or on behalf of persons other than Aclara Parties for injuries or damages to persons or property arising solely from or in any manner solely relating to acts or omissions of Purchaser Parties under this Master Agreement provided that: a. Aclara promptly notifies Purchaser in writing of such claims; b. Aclara fully cooperates with Purchaser in assisting in the defense or settlement of such claims; and C. Purchaser has the sole right to conduct the defense of such claim or to settle such claim. Nothing herein shall waive or limit the Purchaser's defense of governmental immunity as a bar to Purchaser Parties' liability for Claims described above and nothing herein shall waive or limit the Aclara Parties' right to assert a defense of governmental immunity as a bar to liability for Claims described above that arise from acts or omissions of Purchaser Parties. 4) Purchaser shall defend at its own expense, with counsel of its choosing, but reasonably acceptable to Aclara, any suit or action brought against Aclara Parties based upon such Claims. Further, provided that Aclara promptly notifies Purchaser in writing of any alleged violations described below, Purchaser shall also indemnify Aclara Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standards applicable to the Work arising from or relating to acts or omissions of Purchaser Parties. Master Agreement- Rev 3-7.18.13 Page 8 of 16 Aclara—Corpus Christi TX 5) Purchaser shall require any contractor and subcontractor(other than Aclara) working on the Aclara STAR System to name Aclara as an additional insured. Purchaser's obligations under this Section 14. A. 3) and 4) shall be reduced to the extent of the negligence, gross negligence or willful misconduct of Aclara Parties. A. Intellectual Property Indemnity. Aclara shall defend, indemnify, save and hold harmless Purchaser from and against any claims, losses, damages, fees, costs and expenses incurred by Purchaser arising out of or in connection with a third party's claim of infringement or alleged infringement of any United States patent, copyright, trademark, trade or business secret, service mark or any other proprietary right based solely on the use or design of any Equipment furnished or the Aclara Licensed Software licensed hereunder and used by Purchaser strictly in accordance with the terms of this Master Agreement provided that: 1) in the case of Aclara Licensed Software, it is the latest released version of the Aclara Licensed Software; 2) Purchaser promptly, and in any event, within ten (10) days of becoming aware of the claim, notifies Aclara in writing of such claims; 3) Purchaser fully cooperates with Aclara in assisting in the defense or settlement of such claims; and 4) Aclara has the sole right to conduct the defense of such claim or to settle such claim. B. In addition, in the event any such Equipment furnished or Aclara Licensed Software licensed hereunder are held in such suit to be infringing or misappropriating or their use by Purchaser is enjoined or limited in any manner, or Aclara believes that such holding or enjoining is likely, Aclara shall at its expense: 1) procure for Purchaser the right to continue use of such Equipment or Aclara Licensed Software, or 2) replace or modify the same with an equivalent non-infringing product with functionality substantially similar to the product it is replacing. Notwithstanding the foregoing, Aclara shall not be liable for any claim based on the combination or use of the Equipment or Aclara Licensed Software with any other equipment or software not supplied or authorized by Aclara, or any claim based on Purchaser's possession or use of any altered version of the Equipment or Aclara Licensed Software unless such alteration has been performed or expressly authorized by Aclara. Master Agreement- Rev 3—7.18.13 Page 9 of 16 Aclara-Corpus Christi TX 15. Confidentiality. A. The Parties understand they may exchange information which they deem to be confidential. Purchaser agrees that confidential information provided as a result of this Master Agreement, the Software License Agreement, Maintenance Agreement, and all related information (collectively, the "Information") constitute confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and confidential. Purchaser agrees as a condition of this agreement to keep the Information confidential and not to disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the information for the sole purpose of operating of the Aclara Technology System. Purchaser agrees to ensure that all persons who have access to the information are informed of the confidential nature of the Information and directly to comply with the terms of this provision. Purchaser's obligations with respect to confidentiality of the Information will survive the termination of this Agreement. B. Notwithstanding the foregoing, Purchaser may disclose confidential information if such information is required to be disclosed pursuant to a legal, regulatory or judicial order or requirement, provided the Purchaser shall promptly give Aclara notice of such order or requirement so that Aclara may seek reversal, rescission or modification of such order or requirement. If Aclara is successful in having such order or requirement reversed, rescinded or modified prior to the Purchaser's required compliance, no disclosure shall be made if the order or requirement is reversed or rescinded and, if such order or requirement is modified, disclosure shall be made only in accordance with such modified order or requirement. Any confidential information disclosed by the Purchaser pursuant to this paragraph shall, as between Aclara and Purchaser, remain subject to the duties and obligations with respect to confidential information set forth in this Agreement. C. Aclara acknowledges that Purchaser is subject to the Texas Public Information Act, Texas Government Code Chapter 552 (the "Act"). Purchaser agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 16. Publicity. Neither Party shall, without the express written consent of the other Party, disclose any information or make any news release, advertisement, or public communication regarding this Master Agreement. Notwithstanding the foregoing, nothing in this Master Agreement shall prevent either Party from making such public disclosures as it, in its sole judgment, may deem appropriate Master Agreement- Rev 3-7.18.13 Page 10 of 16 Aclara—Corpus Christi TX to satisfy such Party's (or such Party's Parent's) disclosure obligations under any applicable law or requirement of any stock exchange. 17. Insurance. In the event that Aclara's obligations hereunder require or contemplate performance of Services by Aclara's employees, or persons under contract to Aclara, to be done on Purchaser's property, or property of Purchaser's customers, Aclara shall maintain: A. General liability insurance on a one million dollar ($1,000,000), per occurrence basis; and B. Statutory workers compensation insurance. Purchaser shall be named an additional insured or loss payee as its interest may appear on the policy referred to in a), above. 18. Termination for Convenience. Purchaser reserves the right, at any time, to terminate this Master Agreement, or any portion of the Work, for its sole convenience. Any such termination shall be effected by delivery of a written notice of termination to Aclara specifying the extent to which the Master Agreement and related Work have been terminated and the date upon which the termination shall be effective. The date of the effective date of termination shall be no earlier than 30 days from the receipt of the notice of termination by Aclara. Upon receipt of such notice, Aclara, shall in good faith and using all Commercially Reasonable Efforts, stop all work hereunder, and shall promptly take steps to cancel existing orders, contracts and subcontracts relating to the Work. A. In the event of such termination, Aclara shall be entitled to receive: 1) the contract price due Aclara for the Work performed, the equipment delivered, the Software licensed and the Services performed; 2) the contract price for Equipment manufactured but not delivered prior to the effective date of termination if Purchaser desires to purchase such Equipment; 3) all costs reasonably incurred by Aclara prior to the effective date of termination including, but not limited to, labor, materials and overhead not covered under 1) or 2), above; 4) the reasonable cost of termination reasonably incurred by Aclara in accordance with Purchaser's termination notice which costs shall include the reasonable cost incurred by Aclara in preparing any termination settlement proposal; and 5) Fifteen percent (15%) of the amounts payable under 3) and 4), above. Master Agreement- Rev 3—7.18.13 Page 11 of 16 Aclara—Corpus Christi TX B. No costs incurred after the effective date of the notice of termination shall be treated as a reimbursable cost unless it relates to performing the portion of the work not terminated, or taking measures reasonably required to comply with Purchaser's notice of termination in a prudent and business-like manner. 19. Termination for Cause A. Purchaser may terminate this Master Agreement upon delivery to Aclara of a written notice of termination. Such notice of termination shall be given to Aclara at least ten (10) days prior to the effective date of such termination. Such notice of termination may be given for any one of the following reasons: 1) If Aclara shall become insolvent, commit any act of bankruptcy, make a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors; or 2) if a receiver, trustee or liquidator of any property or income of Aclara is appointed; or 3) if Aclara a. defaults in any material manner in the performance of Aclara's obligations under any of the terms, provisions, conditions or covenants contained in this Master Agreement and b. further fails within thirty (30) days (or within such longer period as may be otherwise mutually agreed) after written notice thereof from Purchaser to take reasonable steps to remedy such default; B. Purchaser shall be permitted to pursue any and all rights and remedies available hereunder or at law or in equity without terminating this Master Agreement for cause. In the event of termination for cause by Purchaser, Aclara shall be paid only the portion of the compensation related to Work performed prior to the effective date of termination. Aclara shall also be subject to any claim Purchaser may have against Aclara under other provisions of this Master Agreement, or as a matter of law. C. Aclara may also terminate this Master Agreement upon delivery to Purchaser of a written notice of termination. Such notice of termination shall be given to Purchaser at least ten (10) days prior to the effective date of such termination. Such notice of termination may be given for any one of the following reasons: Master Agreement- Rev 3—7.18.13 Page 12 of 16 Aclara—Corpus Christi TX 1) If Purchaser shall become insolvent, commit any act of bankruptcy, make a general assignment for the benefit of creditors, or becomes the subject of any proceeding commenced under any statute or law for the relief of debtors; or 2) if a receiver, trustee or liquidator of any property or income of Purchaser is appointed; or 3) if Purchaser: a. defaults in any material manner in the performance of Purchaser's obligations under any of the terms, provisions, conditions or covenants contained in this Master Agreement and b. further fails within thirty (30) days (or within such longer period as may be otherwise mutually agreed) after written notice thereof from Aclara to take reasonable steps to remedy such default. D. Purchaser shall also be subject to any claim Aclara may have against Purchaser under other provisions of this Master Agreement, or as a matter of law. 20. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 21. Representations A. Aclara represents and warrants the following: 1) Aclara has the authority to execute, deliver and perform its obligations under this Master Agreement; 2) The execution of this Master Agreement by the individual listed on the signature page and the delivery and performance of this Master Agreement by Aclara have been duly authorized by Aclara; 3) Aclara is an entity duly organized, validly existing and in good standing under the laws of the State of Missouri; Master Agreement- Rev 3—7.18.13 Page 13 of 16 Aclara—Corpus Christi TX 4) With respect to Equipment sold hereunder, such Equipment will be free from any liens and encumbrances and when Delivered will be owned by Purchaser; and 5) With respect to the Licensed Software, Aclara has the right to grant to Purchaser the rights intended to be granted under this Master Agreement and Exhibit D, Software License Agreement. B. Purchaser represents and warrants the following: 1) Purchaser has the authority to execute, deliver and perform its obligations under this Master Agreement; 2) The execution of this Master Agreement by the individual listed on the signature page and the delivery and performance of this Master Agreement by Purchaser have been duly authorized by Purchaser; a. Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Texas; and b. Purchaser has obtained all required regulatory approvals to enter into and to perform its obligations under this Master Agreement. 22. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery of certain types of damages by both parties. Notwithstanding anything contained herein to the contrary, the total aggregate liability of Aclara to the Purchaser for any and all liability arising out of or in connection with this Master Agreement, including the Software License Agreement shall be limited to the aggregate sum of payments made by Purchaser to Aclara under this Master Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive the termination or expiration of this Master Agreement and the Software License Agreement. 23. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to be given sent by United States registered or certified mail, postage prepaid, to the respective Parties at the addresses shown below. Notices so given shall be deemed received three business days from the date of deposit in the U. S. Mails. A. If to Aclara: Contract Administration Aclara Technologies LLC 945 Hornet Drive St. Louis, MO 63042 Master Agreement- Rev 3—7.18.13 Page 14 of 16 Aclara-Corpus Christi TX With a copy to: General Counsel ESCO Technologies Inc. 9900A Clayton Road St. Louis, MO 63124-1186 B. If to Purchaser: City of Corpus Christi Attn: Ron Dubuque, IT Director 2726 Holly Road Corpus Christi, TX 78415 24. Compliance with Laws. Aclara shall comply with all applicable federal, state and local laws, and ordinances ("Laws") in the performance of its duties under this Master Agreement. Specifically: A. Nondiscrimination and Employment Practices. In connection with the performance of this contract, Aclara agrees to become informed of and comply with all laws and/or regulations that are applicable to employment of Aclara personnel performing under this Agreement. Aclara further agrees that it will not discriminate on the basis of race, religion, color, sex, national origin, age or handicap and that it will become informed of and comply with all laws and/or regulations pertaining thereto. B. EEO and Small Business Compliance Clauses. During the performance of this Agreement, if applicable, Aclara agrees as follows: Aclara will comply with all applicable provisions of and, if required, furnish all information and reports required by Section 503 of the Rehabilitation act of 1973, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (38 U.S.C. 4212), as amended, the Americans with Disabilities Act (ADA) including the ADA Amendments Act , the Federal Executive Order No. 11246, as amended, the regulations at 41 CFR part 60, "Office of the Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, " and of the rules, regulations, and relevant orders of the Secretary of Labor. Such acts, amendments, rules, regulations and orders are incorporated herein by reference. 25. Dispute Resolution. Both Parties agree to attempt to settle any dispute arising out of this Master Agreement through good faith consultations and negotiations. If those attempts fail, the parties may pursue any other available legal remedies. 26. Waiver. No waiver of any term of this Agreement by either party shall be deemed to be a further or continuing waiver of any other term of this Agreement. Master Agreement-Rev 3-7.18.13 Page 15 of 16 Aclara—Corpus Christi TX 27. Governing Law. This Agreement shall be governed by the laws of the State of New York, U.S.A. 28. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 29. Independent Contractor. Aclara agrees to perform and provide the Work in connection with this Master Agreement as an independent contractor and not as a subcontractor, agent or employee or Purchaser, its parent, subsidiaries, or affiliates. 30. Entire Agreement. This Master Agreement including Exhibits A, B, C, D and G constitute the entire agreement between the Parties with respect to the subject matter hereof. There are no oral agreements or representations or additional written materials that revise or supplement the terms of the Master Agreement. No modification, amendment, revisions or supplements to this Master Agreement shall be enforceable unless in writing, signed by both Purchaser and Aclara. IN WITNESS WHEREOF, the Parties have executed this Master Agreement as of the date last signed below. Aclara Technologies LLC City of Corpus Christi B BY: Name: Terry M. Messmer Name: Title: Sr. VP Finance & IT Title: Date: , It-7 Date: Master Agreement-Rev,4—7.18.13 Page 16 of 16 Aclara—Corpus Christi TX EXHIBIT C ACLARe SOFTWARE LICENSE AGREEMENT This Software License Agreement is entered into as of the date last signed below (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Hornet Drive Hazelwood, MO 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Licensee") Individually, Aclara®and Licensee may be referred to as "Party" and collectively as "Parties". Whereas, the Parties have entered into a Master Agreement of even date under which Aclara has agreed to sell and Licensee has agreed to purchase certain equipment and services; and Whereas, Licensee desires to obtain from Aclara, and Aclara desires to provide certain computer software and associated maintenance services as more fully described below: NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Master Agreement, and intending to be legally bound, the Parties agree as follows: 1. Definitions. The following words and phrases shall have the following meanings for the purposes of this Software License Agreement: A. "Software License Agreement" means this document and the following Attachments all of which are attached hereto and made a part hereof, and any amendments, modifications or supplements thereto or attachments incorporated therein: 1) Attachment A is a listing of Aclara Licensed Software, Third Party Licensed Software, Licensing Parameters, Third Party Software Not Licensed, and License Fees. B. "Aclara Licensed Software" means the software described on Attachment A as "Aclara Software". C. "Delivery" shall mean the remote installation of the Software on the Licensee-provided Designated Equipment, or, if applicable, upon the Aclara Software License Agreement—Rev 1 —7.11.13 Page 1 of 8 Aclara—Corpus Christi TX Delivery of the Designated Equipment provided by Aclara on which the Software is installed. D. "Designated Equipment" means the computer equipment of Licensee in which Aclara loads the Licensed Software or the Licensee's back-up computer equipment and such additional equipment as Licensee may from time to time designate in writing, which such back-up equipment and such additional equipment shall meet Aclara's applicable specifications. E. "Documentation" means basic, descriptive, training and instructive materials pertinent to the Licensed Software. F. "Licensed Software" means the Aclara Licensed Software and the Third Party Licensed Software. G. "Licensing Parameters" means Central Processing Units (CPUs), Processors (including Sockets and/or Cores), Seats, Interfaces and End Points connected to the system (Meters, LCTs, CSTs, DSIs, etc.) and Utilities as set forth on Attachment A. H. "Master Agreement" means the agreement between the Parties of even date to which a copy of this Software License Agreement is attached as an Exhibit. I. "Multi-Utility" means a license under the Licensing Parameters of which the Licensee is allowed to read meters for another electric utility. J. "Obiect Code" means the instructions or statements comprising the Licensed Software expressed in machine-readable language, being the machine level representations that actually cause the computer to execute instructions and operations. K. "Peripheral Programs" mean computer programs which do not include any logic or code of the Licensed Software and which use the output of the Licensed Software as input to another computer program. L. "Software Release" for the purpose of this Agreement, Software Release means a release of licensed or available Software that includes Software Updates or Software Upgrades. Software Releases may also be developed to address updates of Third-party Software and Hardware products. M. "Software Update"for the purpose of this Agreement, Software Update means a modification or addition that, when made or added to the Software or Third Party Licensed Software, establishes material conformity of the Software or the Third Party Licensed Software to its Aclara Software License Agreement—Rev 1 —7.11.13 Page 2 of 8 Aclara—Corpus Christi TX respective specification, i.e. bug fixes and/or enhancement to existing function. N. "Software Upgrade" for the purpose of this Agreement, means a modification or addition to Licensed Software that is beyond the scope of the definition of Software Updates; and that may be offered to Customer for licensed use and maintenance. If Customer requests Aclara to add a Software Upgrade of the Software licensed under this Agreement such Software Upgrade shall be incorporated by written Amendment. O. "Source Code" means a set of instructions expressed in human readable language from which the Object Code is derived. P. "Third Party Licensed Software" means the software described on the Attachment A as "Third Party Software—Included in this Software License Agreement." Q. "ACLARA Technology System" means the system comprised of: 1) the equipment purchased by Licensee from Aclara under the Master Agreement, and 2) the Licensed Software licensed to Licensee hereunder. 2. Grants of License. A. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee, and Licensee accepts, a fully paid, non-exclusive, non- transferable, perpetual (subject to termination as set forth herein), Object Code license to use the Licensed Software on the Designated Equipment solely in connection with use by Licensee of Licensee's Aclara Technology System. Third Party Licensed Software is sublicensed by Aclara to Licensee pursuant to sublicensing agreements with the respective third parties identified on Attachment A. B. Subject to the terms and conditions set forth herein, Aclara hereby grants to Licensee, and Licensee accepts, a fully paid, non-exclusive, non- transferable, perpetual (subject to termination as set forth herein), license to use the Documentation solely in connection with its use of the Licensed Software. 3. License Fee. Upon Delivery of the Licensed Software, Aclara shall issue an invoice for the License Fee set forth on Attachment A. Such invoice shall be due and payable, without discount, within 30 days. The Licensee Fee is exclusive of all taxes imposed by any governmental agency based on Licensee's use or possession of the Licensed Software, including, but not limited to, state or local sales, use and personal property taxes, all of which shall be Licensee's sole responsibility. Aclara Software License Agreement—Rev 1 —7.11.13 Page 3 of 8 Aclara—Corpus Christi TX 4. Restrictions on Use. Licensee's use of the Licensed Software and Documentation is restricted and limited as follows: A. Licensing Parameters. Licensee use of the Licensed Software is restricted to the Licensing Parameters. Use of the Licensed Software outside the Licensing Parameters is subject to the express written consent of Aclara and the payment of all required additional License Fees. B. Aclara Technology System. 1) Unless Licensee has a Multi-Utility license, Licensee's use of the Licensed Software and Documentation is restricted to Licensee's internal use solely in connection with Licensee's use of Licensee's Aclara Technology System. Licensee may not rent the Licensed Software or use the Licensed Software on a time share basis. This restriction is specifically applicable to any service or service bureau arrangement to which Licensee is, or may be, a party. Licensee shall not directly or indirectly, make the Licensed Software available to others. 2) If Licensee has a Multi-Utility license as stated in Attachment A to this Agreement, Licensee's use of the Licensed Software and Documentation is restricted to (i) Licensee's internal use solely in connection with Licensee's use of Licensee's Aclara Technology System and to (ii) Licensee's use in providing services to its customer/utilities. The customer/utilities to which the Licensee may provide services is limited to those that are identified in Attachment C, Licensee's List of Utility Customers. It is the obligation of Licensee to update such list no less frequently than annually. Licensee may not rent the Licensed Software or use the Licensed Software on a time share basis. C. Alteration. Licensee's use of the Licensed Software is limited in that Licensee is prohibited from altering, attempting to reverse engineer, attempting to decompile, or creating or attempting to create a derivative work from the Licensed Software. D. Copies. 1) Licensee's use of the Licensed Software is limited in that it may not copy the Licensed Software except for: a. use in the Designated Equipment; b. back-up purposes; and C. archival purposes. 2) All such copies shall include any copyright notices appearing in the Licensed Software. Aclara Software License Agreement—Rev 1 —7.11.13 Page 4 of 8 Aclara—Corpus Christi TX 3) Licensee shall have the right to copy and to modify the Software Documentation to coordinate the Documentation with Licensee's own internal training and working procedures. Aclara shall have no liability or obligation to Licensee with respect to any such modified Documentation and any additional costs incurred by Aclara in the integration of maintenance changes caused by such modifications shall be reimbursed to Aclara by Licensee. E. Compliance with Laws. Licensee's use of the Licensed Software is limited in that it must use the Licensed Software and the Documentation in accordance with all applicable laws and regulations of the United States and the States, Country and localities in which the Licensed Software and Documentation is used. F. Use on Designated Equipment. Licensee's use of the Licensed Software is restricted to use on the Designated Equipment. Should Licensee desire to transfer the operation of the Licensed Software to a computer other than the Designated Equipment, Licensee shall notify Aclara upon such transfer. Such computer must meet the specifications of the Designated Equipment. Upon such notification, such computer shall become the Designated Equipment. Under no circumstances may the Licensed Software be used for production purposes on other than the Designated Equipment. G. Temporary Use. Without notice to Aclara, Licensee may temporarily transfer the operation of the Licensed Software to a backup computer if the Designated Equipment is inoperative due to malfunction, or during the performance of preventive maintenance, engineering changes or changes in features or model until the Designated Equipment is restored to operative status and processing of the data already entered into the back up computer is completed. 5. Ownership of Licensed Software and Documentation. Aclara is the owner of the Aclara Licensed Software and Documentation. The Third Party Licensed Software is owned by the third parties named on Attachment A. Upon the cessation of use of the Licensed Software by Licensee or upon the termination of this Software License Agreement as herein provided, Licensee shall promptly return to Aclara all copies of the Licensed Software and Documentation or destroy same and provide to Aclara a certificate of destruction in form and content satisfactory to Aclara and executed by an officer of Licensee. 6. Warranty. Aclara's warranties with respect to the Licensed Software are as set forth in the Master Agreement. ACLARA MAKES NO WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE OTHER THAN THE WARRANTIES SET FORTH IN THE MASTER AGREEMENT. Aclara Software License Agreement—Rev 1 —7.11.13 Page 5 of 8 Aclara—Corpus Christi TX 7. Term and Termination. A. The term of this Software License Agreement shall commence upon the installation of the Licensed Software in the Designated Equipment. Unless this Software License Agreement is terminated sooner as provided herein, this Software License Agreement shall remain in effect so long as Licensee continues to own and operate the Aclara Technology System and shall automatically and immediately terminate when that ceases to be the case for any reason. Aclara may terminate this Software License Agreement: 1) for any material breach or default by Licensee upon notice in writing to Licensee, specifying the breach or default by Licensee, and Licensee's failure to cure such breach or default within 30 days from the date of its receipt of such notice; 2) upon Licensee's ceasing to do business; 3) upon the dissolution of Licensee; 4) upon the filing of any petition for declaration of bankruptcy or insolvency by or against Licensee which is not withdrawn or dismissed within 30 days; or 5) upon the appointment of a receiver for Licensee. B. Licensee may terminate this Software License Agreement without cause at any time upon 30 days' notice in writing to Aclara. 8. Peripheral Programs. In order to make efficient use of the data generated by the Licensed Software, Licensee shall have the right to develop one or more Peripheral Programs. Aclara shall have no rights to or obligations with respect to Peripheral Programs. 9. Third Party Beneficiaries. With respect to the owners or licensors of Third Party Licensed Software, such owners or licensors are third party beneficiaries of this Software License Agreement. 10. Confidentiality. Licensee agrees that the Licensed Software, the Documentation and all related information (collectively, the "Information") constitutes confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and Confidential. Licensee agrees as a condition of this license agreement to keep the Information confidential and not to disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the Information for the sole purpose of operation of the Aclara Technology System. Licensee agrees to ensure that all persons who have access to the Information are informed of the confidential nature of the Information and directed to comply with the terms of this provision. Licensee's Aclara Software License Agreement—Rev 1 —7.11.13 Page 6 of 8 Aclara—Corpus Christi TX obligations with respect to non-disclosure of the Information will survive the termination of this Agreement. Aclara acknowledges that the Licensee is subject to the Texas Public Information Act, Texas Government Code Chapter 552 (the "Act"). Licensee agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 11. Indemnity. The respective indemnity obligations of the parties, including Aclara's indemnity obligations relating to Intellectual Property are as set forth in the Master Agreement. It is the Parties' expressed intention that such provision shall be applicable to this Software License Agreement notwithstanding the termination or expiration of the Master Agreement. 12. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery by both parties of certain types of damages. It is the Parties' expressed intention that such provision shall be applicable to this Software License Agreement notwithstanding the termination or expiration of the Master Agreement. 13. Uniform Computer Information Transactions Act. The Uniform Computer Information Transactions Act (the "Act"), including any law that incorporates substantially all of the provisions of the Act, however titled, shall not apply to this Software License Agreement. 14. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 15. Notices. Any Notices required or permitted to be given under this Software License Agreement shall be given to the persons and in the manner provided in the Master Agreement. 16. Injunctive Relief. Licensee agrees that notwithstanding anything contained herein to the contrary, in the event of a breach by Licensee of the terms of this Software License Agreement, or if Aclara has reasonable reason to believe that such a breach is imminent, Aclara shall have the unequivocal right to seek and Aclara Software License Agreement—Rev 1 —7.11.13 Page 7 of 8 Aclara—Corpus Christi TX obtain timely injunctive relief against Licensee in order to protect Aclara's rights in and to the Licensed Software. 17. Governing Law. This Software License Agreement shall be governed by the laws of the State of Missouri, USA. 18. Survival. Expiration or Termination of the Master Agreement by either Party shall not affect the rights and obligations of the Parties of this Software License Agreement with respect to licensing and use of Software. This Agreement shall apply until the termination of this agreement by either Party in accordance with Section 7 herein. IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of the date last signed below. Aclara Technologies LLC City of Corpus Christi By: By: Name: Terry M. Messmer Name: Title: Sr. VP, Finance & IT Title: Date: Date: Aclara Software License Agreement—Rev 1 —7.11.13 Page 8 of 8 Aclara—Corpus Christi TX EXHIBIT D MAINTENANCE AGREEMENT This Agreement is made and entered into as of the January 1, 2014 (the "Effective Date") by and between: Aclara Technologies LLC, an Ohio Limited Liability Company 945 Hornet Drive Hazelwood, Missouri 63042 (Referred to herein as "Aclara") And City of Corpus Christi, a Texas Corporation 2726 Holly Road Corpus Christi, Texas 78415 (Referred to herein as "Customer") Individually, Aclara®and Customer may be referred to as "Party" and collectively as "Parties". Whereas, Customer and Aclara are parties to a STAR Network Services Agreement, effective January 1, 2010 under which Aclara provides maintenance and support services to Customer; and Whereas, Aclara has recently changed the manner in which it provides maintenance services to its customers; and Whereas, for the provision of such maintenance services, the Parties desire for this Maintenance Agreement ("Agreement") to replace the aforementioned STAR Network Services Agreement as of the Effective Date of this Agreement; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties agree as follows: 1. Definitions. For the purposes of this Agreement, the following definitions shall apply: A. "Aclara Holidays" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving, Christmas Eve, Christmas Day and New Year's Eve. B. "Aclara Technology System" (or "System") means the system comprised of, in part 1) the Hardware purchased from Aclara by Customer, and 2) the Software licensed by Aclara to Customer under the terms of the Software License Agreement. C. "Additional Services" means services offered by Aclara for improvements Aclara Maintenance Agreement Page 1 of 20 Aclara—Corpus Christi TX and/or enhancements to the Customer's System that are not covered by this Agreement, but may be offered and provided at the rates set forth on Schedule B hereto. D. "Classroom Training" means training offered by Aclara at its facility. E. "Customer Portal" means an electronic gateway to a secure entry point via Aclara's website at www.Aclara.com that allows Aclara customers to log in to an area where they can view and download information or request assistance regarding Issues with the System. F. "On-Site Maintenance Services" means Aclara providing Maintenance Services at the Customer's facility at the then current rates stated in Schedule B, Time and Material Rates, attached hereto. G. "Custom Enhancement" means any improvement, modification or addition that, when made or added to the Software or Third Party Licensed Software, changes its utility, efficiency, functional capability or application. Custom Enhancements are not included as part of this Agreement. H. "Customer Site Training' means Aclara providing its training at the Customer's facility at the then current terms and pricing published on the Aclara Customer Portal. The training may be customized to meet the Customer's needs. I. "Delivery" means, in the case of Software provided hereunder(and as applicable), (i) the remote installation of the Software by Aclara on the Customer-provided Designated Equipment; or(ii) delivery of the Designated Equipment provided by Aclara on which the Software is installed; or(iii) the loading of the software to an FTP site for Customer's availability to download. "Delivery" means, in the case of Services provided hereunder, the periodic performance of such Services as described herein. J. "Error" means any failure of Software to conform in all material respects to the requirements of this Agreement or Aclara's published specifications. Any nonconformity resulting from Customer's misuse, improper use, alteration or damage of the Software, the combination of the Software with any hardware or software not supplied by or authorized by Aclara, or any other condition beyond the control of Aclara, shall not be considered an Error. K. "Error Correction" means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the published specifications, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity Aclara Maintenance Agreement Page 2 of 20 Aclara—Corpus Christi TX L. "E-Learning' means on-line training offered by Aclara via the Internet. M. "Hardware" means the equipment supplied by Aclara which may include the Substation Communication Equipment(SCE), Remote Communications Equipment (RCE), Test Equipment, Meter Transmission Unit (MTU), Data Collection Unit (DCU) and MTU programmer. N. "Issue" means a problem with the System identified by the Customer, which requires a response by Aclara to resolve. O. "Maintenance Services" means activities to investigate, resolve Issues and correct product bugs arising from the use of the Software in a manner consistent with the published specifications and functional requirements defined during implementation. P. "Patch" means a version of the Software that provides an Error Correction to address an urgent need that is outside the schedule of regularly released Software Revisions or Software Versions. Q. "Renewal Period" means each of one or more consecutive twelve (12) month periods following the Initial twelve (12) month Term of this Agreement. R. "Severity Level" means a designation of the effect of an Issue on the Customer's use of the System. The Severity of an Issue is initially defined by the Customer and confirmed by Aclara. Until the Issue has been resolved, the Severity Level may be raised or lowered based on Aclara analysis of impact to business. The four Severity Levels are: Severity, 'Level Description. 1 Requires immediate attention—Critical production functionality is not available or a large number of users cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available, therefore preventing operation of the business. 2 Requires priority attention-Some important production functionality is not available, or a small number of users cannot access the system. Causes significant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate in a limited fashion. 3 Requires attention—There is a problem or inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available such that the system can continue to operate fully and users are able to continue business 11 operations. 4 1 There is a problem or issue with no loss of service and no business impact. Aclara Maintenance Agreement Page 3 of 20 Aclara—Corpus Christi TX S. "Software" means the software and firmware provided by Aclara, and listed in the Software License Agreement. All Software, Software Revisions and Software Versions provided by Aclara shall be subject to the terms and conditions of the Software License Agreement entered into by and between Aclara and Customer, including any amendments thereto. T. "Software Version" means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. Software Versions are not provided or included as part of this Agreement. U. "Software Revision" means an update to the released version of the Software code which consists of minor enhancements to existing features and code corrections. Software Revisions are provided and included as a part of this Agreement. V. "Supplemental Services" means the services set forth on Schedule C hereto, and offered at the prices set forth on Schedule C hereto. W. "Target Response" refers to the period of time between a Customer's initial contact with Aclara to report an issue (by phone, email or through the Customer Portal, thereby creating a ticket which has been assigned a number for tracking purposes) and Aclara's initial contact back to Customer to begin investigation of the reported Issue. X. "Third Party Licensed Software" shall have the meaning as it is defined in the Software License Agreement. Y. "Training Services" means all training provided by Aclara to the Customer, including but not limited to Classroom Training, E-Learning Training and Customer-Site Training. 2. Term of Agreement. Subject to the termination provisions set forth below, this Agreement shall become effective as of the Effective Date. Maintenance Services shall begin upon Delivery of the Licensed Software; and shall continue in full force and effect for an initial term of one (1) year ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive Renewal Periods, unless sooner terminated by either Aclara or Customer as provided for in this Agreement. 3. Scope A. Software Maintenance. The Software maintained under this Agreement shall be the Software set forth in the Software License Agreement. Any additional Software for which a license is obtained by the Customer from Aclara Maintenance Agreement Page 4 of 20 Aclara—Corpus Christi TX Aclara shall be automatically incorporated into this Agreement and the pricing for Maintenance Services adjusted accordingly. B. Hardware Maintenance. The hardware maintained under this Agreement shall include those items identified in Section 1.M. above, which have been purchased by Customer from Aclara. C. Levels of Maintenance Services. Two (2) Levels of Maintenance are available to Customer under this Agreement. Each level is identified and described in Schedule A, Levels of Maintenance Services attached hereto and made a part hereof. Customer may, at its option, change the Level of Maintenance for any subsequent Renewal Period, provided Customer gives Aclara written notice of the requested change no less than thirty (30) days prior to the end of the Initial Term or then current Renewal Period. D. Maintenance Services Provided. Aclara shall provide Maintenance Services at the level selected by the Customer as designated in Schedule D, Level of Maintenance Services Selected. The following are included as part of this Agreement: 1) Aclara Software Revisions and Patches. Aclara shall provide Software Revisions and Patches to the Customer as they become available. In support of such Software Revisions and Patches, Aclara shall provide updated user technical documentation reflecting the Software Revisions and Patches as soon as reasonably practicable after the Software Revisions and Patches have been released. Updated user technical documentation that corrects Errors or other minor discrepancies will be provided to Customers when available. 2) Third Party Software Revisions. At the option of Aclara, periodic Software Revisions of the Third Party Licensed Software will be provided by Aclara without further charge provided the following conditions are met: (i) the Software Revision corrects a malfunction in the Third Party Software that affects the operation of the Software; and (ii) the Software Revision has, in the opinion of Aclara, corrected malfunctions identified in the Aclara Technology System and has not created any additional malfunctions; and (iii) the Software Revision is available to Aclara. Customer is responsible for obtaining and installing the Software Revision if the Third Party Software was not licensed to Customer by or through Aclara. Software Revisions to Third Party Licensed Software provided by Aclara are specifically limited to the Third Party Software identified and set forth in the Software License Agreement. Any associated Hardware or Hardware modifications required to support revisions of Third Party Software are not included under the terms of this Agreement. Aclara Maintenance Agreement Page 5 of 20 Aclara—Corpus Christi TX E. Response to Issues. Aclara will provide verbal or written responses to Issues identified by the Customer in an expeditious manner. Such responses shall be provided in accordance with the Target Response Times as defined in Schedule A, Level of Maintenance Services. F. Service Limitations. The Maintenance Services defined in this Agreement are applicable only to the Aclara Technology System, excluding third party equipment, and Third Party Software identified in the Software License Agreement. The following limitations apply to Maintenance Services under this Agreement. 1) New Software Versions are not included as a part of this Maintenance Agreement. Such Software Versions will be offered to Customer for additional fees and costs. 2) Services requested by Customer for assistance with installation or implementation of Software Revisions and Patches are not included in this Maintenance Agreement, but are offered to the Customer on a time and materials basis at the rates stated in Schedule B hereto. 3) System administration, database maintenance and recovery, server malfunctions, database backup processes, management and training services, repair of Hardware under warranty or master station computer equipment repair are not included as part of this Agreement. 4) Maintenance services shall be limited to the latest Software Revision, and the two previous Software Revisions provided to the Customer and currently maintained by Aclara in accordance with Section 4.E below. All code changes, Enhancements or fixes will be incorporated into the latest Software Revision or a future Software Revision. Aclara has no obligation to make code changes, Enhancements or fixes to previous Software Revisions. 5) Maintenance Services do not include costs incurred by Aclara while investigating problems that are the result of Customer's negligence, misuse, or unauthorized application, alteration, or modification of the Software, Hardware, or interfaces to the equipment configuration, which shall be invoiced to Customer on a time-and- material basis at Aclara's then current published rates. The current rates are set forth on Schedule B hereto. 6) Services offered outside of Maintenance Services as noted in Schedule C, Supplemental Services attached hereto are not included in this Agreement. Such additional services are available and may be provided upon Customer's request at the fixed price Aclara Maintenance Agreement Page 6 of 20 Aclara—Corpus Christi TX established on Schedule C, and if no fixed price is established, in accordance with the terms and rates provided in Schedule B hereto. 7) During Renewal Periods, certain follow-up training is provided as outlined in Schedule A, Levels of Maintenance Services. Additional training is available and may be purchased. Please contact Aclara Customer Support at 1-800-892-9008 for training requirements and fees. 8) Aclara shall consider and evaluate the development of Custom Enhancements for the specific use of Customer and shall respond to Customer's requests for Custom Enhancements or other additional services pertaining to the Software. Such Custom Enhancements or additional services shall be subject to a separate charge in accordance with Aclara's then in effect rates. The current rates are listed on Schedule B hereto. 9) Maintenance Services do not include any problem arising from the use of components manufactured or authorized by anyone other than Aclara as an interface or peripheral to the Software. 10) Maintenance Services do not include any problem resulting from the combination of the Software with such other programming or equipment unless such combination has been approved by Aclara. 11) Maintenance Services do not include any problem caused by changes to other software (including releases and patches), interfaces or systems connected to the Software including but not limited to changes of operating systems database servers, web servers, and communications software. 12) Maintenance Services do not include changes in workflow, practices, procedures, or processes that differ from the Software approved specifications. 13) Customer specific testing and reimplementation of Custom Enhancements are not part of this Maintenance Agreement Customer will be responsible to pay Aclara for time or other resources provided by Aclara to diagnose or attempt to correct any of the items set forth above in this Section 3.F., at Aclara's then current time and material rates. If Aclara incurs expense in servicing claims which are later shown to result from any of the above activities, Customer shall pay Aclara the costs associated with the performance of such service. Aclara's time and material rates are attached hereto as Schedule B. Aclara, in its sole discretion, may Aclara Maintenance Agreement Page 7 of 20 Aclara—Corpus Christi TX change these rates from time to time with thirty (30) days advance notice to Customer. 4. Customer Responsibilities A. Backups. Customer shall maintain a current backup copy of all Software and databases. Customer shall perform regular daily backups of its data, and weekly backups of its entire system maintained under this Agreement. B. Notification of Issues During the hours between 6:30 a.m. and 6:00 p.m. Central Time on Monday through Friday, excluding Aclara Holidays: 1) Customer shall provide Aclara with timely notification of any new System issues by one of three methods: a. By entering the problem on the Aclara Customer Portal (See Note 1 below); b. Contacting Aclara Customer Support at 1-800-892-9008; or C. Emailing the problem to Note 1: Customer's utilization of the Aclara Customer Portal is the preferred method for Issue notifications. 2) Premier Level. Selection of the Premier level of services provides technical support for Severity 1 and 2 issues, 24 hours per day; seven (7) days per week; 365 days per year. All Severity 1 and 2 notifications submitted between the hours of 6:00 p.m. and 6:30 a.m. Central Time (Monday through Friday, Weekends and Aclara Holidays) must be submitted through the Aclara Customer Portal. If Customer cannot readily access the Aclara Customer Portal, Customer may contact Aclara at the "800" number listed above. Premier Level Customers will receive priority treatment over Base Level Customer when resources are allocated to competing, same- priority issues. 3) Base Level. Selection of the Base level of services ensures tickets will be processed on the next business day within the normal business hours (6:00 p.m. and 6:30 a.m. Central Time) noted on Schedule A, Levels of Maintenance Service. If an emergency arises, Aclara does offer support for Issues arising during other than normal business hours at the Time and Material Rates set forth in Schedule B hereto. Aclara Maintenance Agreement Page 8 of 20 Aclara—Corpus Christi TX C. Technical Staff. Customer shall be responsible for maintaining sufficient suitably trained technical staff to operate and maintain the System on a day-to-day basis, including backing up the Software and report handling. Aclara training for designated contacts shall be made available to Customer. D. Support for Problem Investigation. Customer shall support all reasonable requests by Aclara as may be required in problem investigation and resolution. For troubleshooting purposes, Aclara may need remote system access to Customer's system. E. Maintain Current Software Revision. Customer shall install new revisions of defined Software in the production environment within six (6) months of receipt of the Software Revision. Customer shall maintain the required version of the Third Party Licensed Software, if applicable, specified by Aclara for each released Software Revision provided. Aclara Error Corrections will be provided on Aclara's latest release of the Software Revision. F. Additional Requirements. Customer is responsible for procuring, installing and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Software and obtain Maintenance Services from Aclara. G. Designation of Point of Contact. Customer shall assign an individual or individuals to serve as the designated contact(s)for all communication with Aclara during Issue investigation and resolution. H. Discovery of Errors. Upon discovery of an Error, Customer agrees, if requested by Aclara, to submit to Aclara a listing of output and any other data that Aclara may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. I. Test Environment. Customer should maintain a test copy of the Program and a separate test data base (other than Customer's production database) and shall test all new Software Revisions, Patches, Custom Enhancements, hotfixes and Error Corrections before integrating them into system productions. J. Technical Infrastructure Management. Customer shall manage hardware, software, network, storage, database, and peripheral devices for optimal operating performance and availability as required by end users. K. Proactive Monitoring. Customer shall regularly monitor the hardware, software and infrastructure that support the Software application. Customer shall define system (OS/Oracle) level event logging, notification and escalation procedures, and detect and react to events. Customer shall Aclara Maintenance Agreement Page 9 of 20 Aclara—Corpus Christi TX regularly monitor event logs, server logs, and other debug information generated by the application to proactively identify problems. L. Acceptance. On or before thirty (30) business days after Aclara's release of a new Custom Enhancement, hotfix or Error Correction that Aclara issues in response to an Error Report, Customer shall test and notify Aclara if there are any problems that need further resolution, or if Customer accepts the solution, Customer shall send such notification to Aclara's e-mail support address. If Aclara receives neither a request for further assistance nor an acceptance of the solution, the solution will be deemed accepted by Customer, and Aclara will have no further obligation to maintain the Software in its earlier form or version. Problems arising from the aforementioned items requiring further resolution will be included as part of this Agreement. M. Routine System Management. Customer shall monitor the system logs and database and perform routine system and database management to ensure proper system operation. 5. Payment and Charges A. Basis of Support Service Fee. Pricing for Maintenance Services is calculated based on the cumulative Software License Fee paid by the Customer. The cumulative Fee is identified in the Aclara Software License Agreement as amended during the term of this Agreement. Pricing for each Support Level during the Initial Term is detailed in Schedule D, Level of Maintenance Services Selected hereto. B. Billing Rate. The charge for the Service Level selected by the Customer and defined herein shall be at the annual Fee as identified in Schedule D, Level of Maintenance Services Selected hereof during the Initial Term of this Agreement. The annual Fee shall not be subject to adjustment during the Initial Term. Thereafter, during any subsequent Renewal Period, upon receipt of a 30 day notice, the Fee shall be subject to adjustment [not to exceed five percent (5%)] at the commencement of each Renewal Period. C. Currency and Taxes. Prices and charges stated herein are in U.S. dollars and are exclusive of Import Duties, Tariffs, Provincial, Federal, State, Municipal or other Government Excise, Sales, Use or like Taxes, all of which shall be Customer's responsibility. D. Suspension of Services due to Unpaid Invoices. In the event that any of the Charges remain unpaid for more than thirty (30) days after becoming due for payment, Aclara shall be entitled to withdraw the Maintenance Services. Aclara Maintenance Agreement Page 10 of 20 Aclara—Corpus Christi TX E. Billinq Frequency. Charges for the services provided under this Agreement shall be invoiced annually in advance. Payment of all such invoices shall be due and payable within thirty (30) days of the date of invoice. F. Partial Services. Aclara reserves the right to invoice the Customer for any partial month services which may result from the Effective Date or date of termination of this Agreement, at a prorated charge. G. Reinstatement Fee. In the event that Customer terminates or elects not to renew this Agreement and subsequently wishes to reinstate it, in addition to paying Aclara's then current fees and charges, Customer shall also pay Aclara, a reinstatement charge. The reinstatement charge shall include a lump sum equal to the total fees and charges which would have been paid for the period of lapse had the lapse not occurred: provided, however that if the lapse period is three (3) years or longer, Aclara shall have the option at its sole discretion to refuse to reinstate said Agreement 6. Termination A. This Agreement may be terminated by either party at any time by not less than thirty (30) days prior written notice. B. Aclara shall have the right to terminate this Agreement at any time in the event of Customer's bankruptcy, insolvency, or any continuing non- payment for services in excess of thirty (30) days. C. If either party shall at any time commit any breach of any covenant or agreement herein contained, and shall fail to remedy any such breach within thirty (30) days after the other party provides written notice specifying in reasonable detail such breach, the other party may, at its option, terminate this Agreement by prior notice in writing to such effect. D. Aclara shall have the right to terminate or refuse Maintenance Services if, in Aclara's opinion, conditions at the equipment location represents a hazard to the safety or health of Aclara's personnel. 7. Warranties A. With respect to Services to be performed by Aclara under this Agreement, Aclara warrants that it will use reasonable care and skill in the provision of the Services. The Services shall be performed in a professional, competent and timely manner by Aclara Personnel appropriately qualified and trained to perform such Services. In the event of a breach of the foregoing warranty relating to Services occurs within twelve months from the date of the providing of such Services, Aclara shall, at its sole cost and expense, re-perform such Services. Re-performance of such Services Aclara Maintenance Agreement Page 11 of 20 Aclara—Corpus Christi TX shall be Aclara's sole liability and Customer's sole remedy for a breach of warranty. B. Except as expressly set out herein, all conditions and warranties, express or implied, statutory or otherwise (including but not limited to any concerning merchantability or fitness for a particular purpose) are hereby excluded to the extent permitted by law. 8. Limitation of Liability and Damages. The Parties have agreed to limit Aclara's total aggregate liability and exclude the recovery of certain types of damages. Notwithstanding anything contained herein to the contrary, the total aggregate liability of Aclara to the Customer for any and all liability arising out of or in connection with the performance of this Maintenance Agreement shall be limited to the then current annual Maintenance Services Fee paid by Customer to Aclara under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This provision shall survive termination of this Agreement. 9. Excusable Delays. Neither Party shall be liable to the other for failure or delay in performance of a required obligation if such failure or delay is caused by delays in shipment, delivery or taking receipt of any items sold hereunder, or loss or damage thereto, acts of God, acts of the other Party, acts of civil, regulatory or military authority, U.S. Governmental restrictions or embargoes, war, terrorism, riot, fires, strikes, flood, epidemics, quarantine, restrictions, default or delay by supplier, breakdown in manufacturing facilities, machinery or equipment, delays in transportation or difficulties in obtaining necessary materials, labor or manufacturing facilities due to such causes, or any other cause beyond a Party's reasonable control. In the event of such occurrence, performance shall be suspended to the extent made necessary by such forces, and the time for performance shall be extended by a period equal to the time of delay. Upon the occurrence of such an event the Party whose performance is adversely affected shall promptly notify the other Party of the nature and extent of the occurrence and the anticipated period of delay in performance. Any Party so adversely affected shall use all Commercially Reasonable Efforts to minimize the extent of the delay in performance. No event of Force Majeure shall apply to any obligation by either Party to pay money. 10. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all of the assets of Aclara if the acquiring entity is an Affiliate, or, by operation of law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice of such assignment. As used herein, "Affiliate" means a company which either Aclara Maintenance Agreement Page 12 of 20 Aclara—Corpus Christi TX owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common control directly or indirectly with Aclara through a common parent company. 11. Waiver. No waiver of any term of this Agreement by either party shall be deemed to be a further or continuing waiver of any other term of this Agreement. 12. Governing Law. This Agreement shall be governed by the laws of the State of New York , U.S.A. 13. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 14. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to be given sent by United States registered or certified mail, postage prepaid, to the respective Parties at the addresses shown below. Notices so given shall be deemed received three business days from the date of deposit in the U.S. mails. If to Aclara: Aclara Technologies LLC Attn: Contracts Administration 945 Hornet Drive Hazelwood, MO 63042 With a copy to: ESCO Technologies Inc. Attn: General Counsel 9900A Clayton Road St. Louis, MO 63124-1186 If to Customer: City of Corpus Christi Attn: Ron Dubuque, IT Director 2726 Holly Road Corpus Christi, TX 78415 15. Confidentiality. The Parties understand that they may exchange information which they deem to be confidential. Customer agrees that the Licensed Software, Maintenance, the Documentation and all related information (collectively, the "Information") constitutes confidential and proprietary information of Aclara and as such, such information is deemed to be Company Private and Confidential. Texas Government Code Chapter 552, Customer agrees as a condition of this agreement to keep the Information confidential and not to Aclara Maintenance Agreement Page 13 of 20 Aclara—Corpus Christi TX disclose any of the Information in any manner whatsoever except that the Information may be disclosed to those of its officers, employees and agents who have a business need to know the Information for the sole purpose of operation of the Aclara Technology System. Customer agrees to ensure that all persons who have access to the Information are informed of the confidential nature of the Information and directed to comply with the terms of this provision Customer's obligations with respect to non-disclosure of the Information will survive the termination of this Agreement. Aclara acknowledges that the Customer is subiect to the Texas Public Information Act, Texas Government Code Chapter 552 (the "Act"). Customer agrees to promptly notify Aclara of any request made under the Act, such that Aclara may seek protection of its Information which may be exempt from disclosure under the Act. 16. Entire Agreement. This Agreement, including Schedules A, B, C and D hereof, contains the entire agreement between the parties hereto relating to the subject matter hereof and may not be changed or modified in any manner, orally or otherwise, except by a written amendment signed by a duly authorized officer of each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused the agreement to be executed as of the Effective Date above. Aclara Technologies LLC City of Corpus Christi By: By: Name: Terry M. Messmer Name: Title: Sr. VP Fig nance and IT Title: Date: t. ' Date: Aclara Maintenance Agreement Page 14 of 20 Aclara—Corpus Christi TX SCHEDULE A LEVELS OF MAINTENANCE SERVICES Base Premier Technical Support: Technical Support is available during the hours of 6:30am-6:00pm X Monday-Friday US Central Time,excluding Aclara Holidays and weekends, toll-free at 800-892- 9008. 24x7 Technical Support: Technical Support is available between the business hours of X 6:30am to 6pm US Central Time by accessing the Aclara Customer Portal(or Toll-free at 800- 892-9008,if access to the Customer Portal is not readily available to Customer). On-call technical support is available after 6pm and before 6:30am Central Time 24-hours a day/7 days a week/365 days a year,including Aclara Holidays and weekends. Such after hours support is provided for Severity 1 and 2 issues only. Non Severity 1 or 2 items will be addressed during the standard business hours of 6:30am-6:00pm US Central Time. Target Response Time—Severity 1:Requires immediate attention—Critical production <4 hours <2 hours functionality is not available or a large number of users cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available, therefore preventing operation of the business. Target Response Time—Severity 2: Requires priority attention-Some important production <1 day <4 hours functionality is not available, or a small number of users cannot access the system. Causes significant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate in a limited fashion. Target Response Time—Severity 3: Requires attention—There is a problem or <2 days <6 hours inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available such that the system can continue to operate fully and users are able to continue business operations. Target Response Time—Severity 4: There is a problem or issue with no loss of service and <3 <1 no business impact. business business days day Access to Aclara Customer Portal(www.aclara.com): Customer will receive individual user X X names/passwords to the Aclara Customer Portal,as well as have access to Issue Management Reports for each case generated by Customer. Follow-up Aclara Classroom Training. Training is available at Aclara's facilities as listed on Aclara No the Aclara Customer Portal. The maximum number of Customer's employees attending any List Price Maximum Classroom Training session is three(3). Number Of Classes Aclara Web based E-Learning classes. Certain E-Learning classes are available as listed on Aclara No Cost the Aclara Customer Portal to an unlimited number of Customer employees per course at the List Price prices listed on the Aclara Customer Portal. Aclara Maintenance Agreement Page 15 of 20 Aclara—Corpus Christi TX SCHEDULE B TIME AND MATERIAL RATES Additional Services may be provided at the Customer's request in accordance with the following Time and Material Rates (hereinafter referred to as "Rates"'). Rates: 1. The following Rate categories have been defined for Aclara technical staff: Aclara Technical Staff Standard Hourly Off-Hours On-Cal[Hourly Rate Hourly;Rate Rate Sr.Technical Advisor $250 $375 $120 Product Manager $200 $300 $120 Project/Account Manager $195 $290 $120 Deployment Manager $195 $290 $120 Sr. Engineer $185 $270 $120 Sr. Business Analyst $185 $270 $120 DBA $185 $270 $120 Trainer $185 $270 $120 Engineer/Support Engineer $165 $240 $120 Business Analyst $165 $240 $120 Equipment Service/Installation $125 $200 N/A Administrative Support $125 N/A N/A 2. Rate Adjustments. The above hourly rates are in U.S. Dollars and are subject to adjustment upon thirty (30) days' notice. 3. Service Charges. A. Services will be charged at the applicable Rates as follows: 1) Standard Hourly Rates will apply to all service hours expended that do not exceed eight (8) consecutive hours during Aclara's normal business hours of 6:30 a.m. - 6:00 p.m. Central Time, Monday through Friday, excluding Aclara Holidays. 2) Off-Hours Hourly Rates will apply to all service-hours expended beyond eight (8) consecutive hours during Aclara's normal business hours of 6:30 a.m. — 6:00 p.m. Central Time, Monday through Friday excluding Aclara Holidays. 'Rates exclude any applicable taxes and the like. Aclara Maintenance Agreement Page 16 of 20 Aclara—Corpus Christi TX B. If Aclara is requested to travel to the Customer's site to provide Services, the costs and expenses associated with such travel will be borne by Customer and invoiced as set forth below. 1) Travel Expenses: Unless otherwise mutually agreed, Aclara's travel expenses for On-Site Services shall include, but are not limited to airfare, lodging, meals, automobile rental, fuel, parking and associated administration fees, and will be charged to Customer on an actual basis. 2) Portal to Portal Invoices: Travel time for On-Site Maintenance Services will be invoiced to Customer on a portal-to-portal basis at Aclara's On-Call Hourly Rates. 4. On-Call Maintenance Service On-Call Maintenance Service is a pre-arranged service by which Customer places a request to have Aclara technical staff accessible remotely for a specified time period. During the period for which Aclara technical staff is accessible, On- Call Hourly Rates will be charged. If Aclara technical staff must actually perform services during such period, the services will be billed at the appropriate Standard Hourly Rate or Off-Hours Hourly Rate, instead of the On-Call Hourly Rate. This service will be provided remotely via a telecommunications link. 5. Pre-Purchased Support Hours A. Pre-purchased software support hours are a block of hours intended to cover Software issues that are not covered under this Agreement, thereby allowing the Customer added flexibility to utilize Aclara's services without generating a Change Order. Should Customer request services which are not included in this Agreement and desire to utilize the pre-purchased hours, Aclara shall provide the Customer with an estimated number of hours required to resolve such request. The Customer may then advise Aclara either to stop working, sign and fund a Change Order, or use the pre-purchased support hours to resolve the request. Aclara reserves the right to decline the Customer's request, depending on the nature of the request. B. Pre-purchased support hours may be purchased at any time during the term of this Agreement. Pre-purchased support hours expire upon termination of this Agreement or within one year after purchase (regardless of use), whichever occurs first. C. Pre-purchased software support hours are offered in the following increments and volume discounts: 40 hours Hourly Rates listed in Section 1 above. 80 hours 5% discount 120 hours 10% discount Aclara Maintenance Agreement Page 17 of 20 Aclara—Corpus Christi TX SCHEDULE C SUPPLEMENTAL SERVICES OFFERED The following Supplemental Services are offered under the terms of this Maintenance Agreement: 1. Reserved 2. STAR A. STAR System Monitoring Service Tier 1 (Less than 1,000 endpoints) $ 2,000.00 Tier 2 (1,001 to 10,000 endpoints) $ 4,000.00 Tier 3 (10,001 to 25,000 endpoints) $ 6,000.00 Tier 4 (25,001 to 50,000 endpoints) $ 8,000.00 Tier 5 (50,001 to 100,000 endpoints) $10,000.00 Tier 6 (Greater than 100,000 endpoints) Please contact Aclara for pricing Aclara's STAR System Monitoring service is designed to monitor end to end data transfer from meter/MTU's to and from DCU's to the NCC, and provide health status of your AMI system to minimize system downtime. Aclara will deliver a weekly diagnostic report that will identify issues which could affect the successful operation of the STAR system. The major components of the system that will be analyzed include: • Network Control Computer • Data Collector Units • Meter Transmitting Units • Handheld programmers. Aclara's proactive approach is to look for any condition out of the ordinary and will result in an immediate issue of a troubleshooting ticket and/or field work order based on the nature and severity of the condition. Example diagnostics include: • Battery voltage loss • Reading reception loss • File processing errors Customers will be notified about the issues found, the steps to be completed to solve the problem, and the escalation path. Aclara will provide: • A snapshot of the STAR system's health • Generation of incident tickets, investigation and if needed, scheduling of work orders • Notification that the issue has been resolved and confirmation that the STAR system is operating within established normal parameters. Aclara Maintenance Agreement Page 18 of 20 Aclara—Corpus Christi TX The STAR System Monitoring Service requires that Aclara have reliable remote connectivity to Customer's System. B. STAR® DCU Maintenance Service Tier 1 (Less than 15 DCUs) $ 500.00 per DCU per year Tier 2 (16 to 30 DCUs) $ 450.00 per DCU per year Tier 3 (31 to 50 DCUs) $ 400.00 per DCU per year Tier 4 (Greater than 50 DCUs) Please contact Aclara for pricing In addition to the above unit prices, Customer shall also be responsible for any associated rental equipment and delivery costs to access the DCU. Aclara's STAR® DCU Maintenance service is designed to provide for the on-site repair of any DCU that fails under normal operation after expiration of the standard DCU Warranty. The Service covers all electronics, the Aclara provided WAN module and solar cell, but excludes the mounting frame and mounting hardware. The Service does not include maintenance or repairs attributable to the unauthorized attempt by Customer or any unauthorized person other than an authorized Aclara representative to repair or maintain a DCU. Maintenance or repairs resulting from casualty, catastrophe, extreme weather conditions or natural disaster (including lightening damage), accident, vandalism, civil unrest, war, misuse, neglect or negligence of Customer, or causes external to the DCU such as, but not limited to, failed or faulty electrical power, communication failure resulting from cell or other WAN network service interruption or any causes other than ordinary use. Maintenance or repairs to attachments or to any other devices not originally a part of the DCU and added without the prior written approval of Aclara. Repairs resulting from unauthorized changes, modifications or alterations of or to the DCU are not covered under this Agreement. Upon notification from Customer of DCU failure, Aclara will diagnose the DCU. If a failure occurs to a DCU covered under the Agreement, the unit will be repaired or replaced, at Aclara's option, at no additional cost to Customer. If the Customer has entered into a System Monitoring agreement with Aclara, Aclara will normally identify the problem as part of its System Monitoring and will take the necessary actions to correct the problem. The Customer is responsible for arranging access to DCU sites before Aclara can take action. Customer's electing the STAR® DCU Maintenance Service must purchase the service for all DCUs purchased by Customer; STAR® DCU Maintenance Service may not be purchased on an individual, case-by- case basis. Aclara Maintenance Agreement Page 19 of 20 Aclara—Corpus Christi TX SCHEDULE D LEVEL OF MAINTENANCE SERVICES SELECTED Customer: City of Corpus Christi Address: 2726 Holly Road, Corpus Christi, TX 78415 1. Billing frequency is annually in advance. A. Selected Maintenance Level (check one) (Annual First Term Price shown) ❑ Base @ 20% $ 6,318.00 ❑ Premier @ 30% $ 9,477.00 B. Supplemental Services ❑ STAR System Monitoring Service $ 15,000.00 ❑ STAR® DCU Maintenance Service $ Quote provided upon request 2. Customer Designated Contact Information: Designated Contact Information Designated Contact Information Name Name Title Title Address Address Address Address Telephone Telephone Fax Fax Cellular Phone Cellular Phone Email Address Email Address Designated Contact Information Designated Contact Information { Name Name Title Title Address Address Address Address Telephone ; Telephone Fax Fax Cellular Phone ; Cellular Phone Email Address Email Address Aclara Maintenance Agreement Page 20 of 20 SC AGENDA MEMORANDUM Future Item for the City Council Meeting of September 24, 2013 Gd7apr�M M1ry�p xs Action Item for the City Council Meeting of October 8, 2013 DATE: September 3, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services DanB @cctexas.com (361) 826-3729 Gustavo Gonzalez, P.E., Director of Water Operations GustavoGo@cctexas.com (361) 826-1874 Engineering Design Contract Staples Street Pumping Plant New 10 Million Gallons Daily (MGD) Pumps CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 2 to the Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $135,640.00, for a total restated fee not to exceed $352,110.00 for Staples Street Pumping Plant New 10 MGD Pumps. PURPOSE: The purpose of this Agenda Item is to execute the amended contract for Staples Street Pumping Plant New 10 MGD Pumps to complete the project design. BACKGROUND AND FINDINGS: The existing Staples Street Pumping Plant was designed by Urban Engineering and subsequently constructed in 2001 to increase the water supply system for the City as recommended in the City's 1997 Water Master Plan. The pump station was designed to accommodate two 10 MGD pumps and two 5 MGD pumps, but only two 5 MGD pumps were installed with the original construction in 2001. The pump station was constructed with sufficient footprint space to accommodate the addition of two future 10 MGD pumps. Due to system demand, it is time to install two 10 MGD pumps. This contract, Amendment No. 2, includes services required for the upgrade of the existing Supervisory Control and Data Acquisition (SCADA) for the Staples Street Pump Station. This amendment contract will provide for developing control system application and Human Machine Interface (HMI) graphics for the City-standard SCADA platform, integrate these additions into existing system-wide SCADA, and obtain validation of the new system. The engineering services include design of the SCADA improvements, preparation of construction bid and contract documents assisting the City in bidding the project, and providing commissioning of the improvements. ALTERNATIVES: 1. Execute the Contract amendment for Professional Services with Urban Engineering as proposed. 2. Do not execute the Contract amendment for Professional Services with Urban Engineering as proposed. OTHER CONSIDERATIONS: SCADA system design is technically sophisticated and provides cost efficient operational controls. This technology will require additional design and programming executed to develop sequence of operation and system integration. These additional services are included in this Contract amendment. The engineering design service is approximately 9.3% of the construction estimate and 6.6% of that project budget. CONFORMITY TO CITY POLICY: Conforms to statues regarding FY 2013-2014 Water Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year Project to Date Current Year Future Years 2013-2014 Expenditures (2013-2014) TOTALS (CIP only) Line Item Budget $1,587,400.00 $800,000.00 $2,387,400.00 Encumbered / Expended Amount $216,470.00 $216,470.00 This Item $135,640.00 $135,640.00 Future Anticipated Expenditures This Project $1,370,930.00 $596,489.00 $1,967,399.00 BALANCE $0.00 $671891.00 $67,891.00 Fund(s): Water Cl P #12 Comments: The amendment Contract for Professional Services will result in the expenditure of an amount not to exceed $135,640.00. RECOMMENDATION: City Staff recommends approval of Amendment No. 2 to the Contract for Professional Services with Urban Engineering of Corpus Christi, Texas in the amount of $135,640.00, for a total restated fee not to exceed $352,110.00 for Staples Street Pumping Plant New 10 MGD Pumps. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract PowerPoint Presentation PROJECT BUDGET Staples Street Pumping Plant New 10 MGD Pumps PROJECT FUNDS AVAILABLE: Water Operating Prior to FY 2012... ............. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... . $87,400.00 Water C I P FY 2012-2014... ............. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $2,300,000.00 TOTAL FUNDS...................................................................................... $2,387,400.00 FUNDS REQUIRED: Construction with 10% contingency (Estimate)... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $1,689,785.00 Engineer Fees: Engineer (Original Contract) (Urban Engineering)*... ... ... ... ......... ... ... ... ... ... ... . $87,400.00 Engineer (Amendment No. 1) (Urban Engineering)**... ... ... ... ... ......... ... ... ... ... . $129,070.00 Engineer (Amendment No. 2) (Urban Engineering)... ... ... ... ... ... ... ... ... ... ... ... ... 135,640.00 Engineer (For modeling support) (LNV, Inc.)... ... ... ... ... ....... ... ... ... ... ... ... ... ... .. $15,000.00 Materials Testing (Estimate)... ... ... ... ... ... ......... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $35,811.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)... ... ... ... ... ... ... ... . $41,779.50 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt)... ... ... ... ... ... ... ... ... .. $143,244.00 Finance....... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... .. $29,842.50 Misc. (Printing, Advertising, etc.)..... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... . $11,937.00 TOTAL... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $2,319,509.00 PROJECT BUDGET BALANCE............................................................... $67,891.00 * Original Contract approved by City Council on March 27, 2012 by Motion M2012-065. **Amendment No. 1 approved by City Counicl on March 19, 2013 by Motion M2013-046. File: \Mproject\councilexhibits\exhEl2004.dwg \ NUECES BAY Up RI�R RogO Shy � a °o CF�pgRO Ch4nh @/ o c� 3 ST o N I H 37 � J p U � Z W < Z N Z Y U HWY 44 AGNES o AGNES o � z � MORGAN Y CORPUS w w F o m CHRISTI o CD 0° INTERNATIONAL ,, a Z 9 Y AIRPORT BEAR z J � 9,p SvV� W. POINT lFJ 0�0 N N N Vy 00 S A C0� _� gaRF liygR � M �<v c M /S�gNpRF�F F.M. 665 co moo`' ROq p F.M. 43 Q� CABANISS S FIELD gRglp�q eC� FARM TO MARKET ROAD F.M. 43 F.M. 665 �Q to 0 0 � Qv Q � 2 0 PROJECT LOCATION so F.M. 20 FM 2444 ° tiJ�� F.M. 18 o 0� 0 U �p o F.M. 16 o Z U Q F.M. 14 o Q L0CATIQN MAP PROJECT#E12004 NOT TO SCALE Staples Street Pumping Plant C�TYCO PUS C EXHIBIT CITY OF CORPUS CHRISTI, TEXAS ` New 10 MGD Pumps DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 CITY OF CORPUS CHRISTI AMENDMENT NO. 2 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "CITY", and Urban Engineering, hereinafter called "ENGINEER," agree to the following amendment to the Contract for Professional Services for Staples Street Pumping Plant New 10 MGD (Project No. E120014,), as authorized and amended by: regiment I March 27, 2012 Motion M201 -065 $87,400.00_ Amendment No. 1 1 March 19, 2013 Motion M201 3 0 EXHIBIT "A", SECTION 1. SCOPE OF SERVICES shall be amended to include SCADA improvements at the Staples Street Pumping Plant as specified in the attached Amendment No. 2 Exhibit "A". EXHIBIT "A", SECTION 2. SCHEDULE shall be amended as specified in the attached Amendment No, 2 Exhibit "A", Schedule. EXHIBIT "A", SECTION 3. FEES shall, be amended as specified in the attached Amendment No. 2 Exhibit "A", Summary of Fees, for a revised fee not to exceed $135,640.00 One Hundred Thi[!y-Five Thousand Six Hundred Forty Dollars and Zero Cents), for a total restated fee not to exceed $352,110.00 (Three Hundred Fifty-Two Thousand One Hundred Ten Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with Amendment No. 2 Exhibit "B". All other terms and conditions of the March 27, 2012 contract between the City and Engineer will remain in full force and effect, CITY OF CORPUS CHRISTI UREA tsl ENGINEERING U-j 12, Mark Van Vleck, P.E., (Date) games L. Urban, P.E. (Date) Interim Assistant City Manager for 2725 Swantner Drive Public Works & Utilities Corpus Christi, Texas 78404 (361)854-3101 Office RECCOMENDED (361) 854-6001 Fax Daniel bIles/ P.E,, Director oft in ering Services Oper#ng Depa .M, t,, (Date) APPROVED Office of Management and Budget (Date) AMEND. NO. 2 Page I of 2 K ENGINEERING DATAEXCHANGEkJENNIFER\WATER%E12C�04 STAPLES STREET PUMPING PLANT NEW 10 M=AMENDMENT NO,ZOONTRACIRCO T CT,DOCX ATTEST Armando Chapa, City Secretary Project No. E12004 ENTERED Fund Source No. 550950-4091-00000-E12:004 JUL, 1, 1, 211113 Fund Name: Water CAP Encumbrance No. CONTRAG-1 IMANAGER AMEND. NO. Page 2 of 2 K:\ENGINEERING DATAEXCHANGEIJENNIFER\WATER\E12OD4 STAPLES STREET PUMPING PLANT NEW io mGD\AMENDMENT NO.2=NTRACRC0NTRACTD0CX Job No.: 33760-B1.03 URBAN Sent via Email ENGINEERING May 17, 2013 Mr, Wm. J. Green, P.E. Assistant Director of Engineering Services City of Corpus Christi P, 0. Box 9277 Corpus Christi, Texas 78469 Subject: Staoles.Street Pumping Plant New 16 M D Pumps (PN El 2004) — P,ropose,d Contract Amendment Dear Bill: We are pleased to submit to you Amendment No. 2 to our contract to provide engineering services for design and construction administration of improvements to the Staples Street Pumping Plant. The proposed amended work consists of SCADA improvements at the pumping station. The engineering, services will include design of the SCADA improvements, preparation of construction bid and contract documents in the City format, review meetings with City staff, assisting the City in bidding the project, providing construction observation and commissioning of the improvements. We propose to perform the above amended services for a not to exceed fee of $135,640, which increases the total project fee to $352,110. If the above is acceptable, please prepare an amendment to our AE Contract for signatures. If you have any questions please feel free to give me a call. Sincerely, URBAN ENGINEERING sf r �J" J;I DouglasrlMcMullan, P.E. JDM/ Enclosure xc'. Daniel Deng, P.,E- Engineering Services, Wend. via email (361)8,54-3101 2725 SWANTN[R DR. * CORPUS CHRIS11,FXAS 78404 FAX(361)854-6001 wwwk,.jabaneng.corn AMEND. NO. 2 TBPE Fran *145 EXHIBIT "A" Page 1 of 6 EXHIBIT"A" CITY OF CORPUS CHRISTI, TEXAS Staples Street Pumping Plant New 10 MGD Pumps SCADA Upgrade-Amendment No. 2 Project No.E12004 GENERAL Provide engineering project management, engineering design services, plans, specifications, and other artifacts and services required for the upgrade of the existing Supervisory Control and Data Acquisition (SCADA)to City Standard platform for proper operation and control of the Staples Street Pump Station. Develop control system application and Human Machine Interface (HMI) graphics for the City-standard SCADA platform. Integrate these additions into existing system-wide SCADA. Obtain validation of the new system by the end user. 1. SCOPE OF SERVICES A. BASIC SERVICES 1. PRELIMINARY PHASE a) Conduct project kick-off meeting to agree on project definition, parameters, and requirements. Establish project critical success factors and agree on the project management approach. b) Update the existing Project Manual using the City-approved format and samples. The Project Manual shall be a living artifact subject to management of change procedures established for the project. In the Preliminary phase, the Project Manual shall define project objective, parameters, approach, and characteristics as defined in the City- approved format. In subsequent phases,the Project Manual shall be progressively developed into a project execution plan according to recognized and generally accepted project management practices. Its length and content shall reflect the level of elaboration appropriate for the project phase. 2. DESIGN PHASE a) Review background information pertinent to the project b) Conduct a site visit to Staples Pump Station to examine and document existing field conditions, equipment, and installations. c) Develop and distribute to project participants preliminary schedule of all required project artifacts and assign responsibility for creating, updating, and distributing them. Revise and redistribute the schedule throughout the life cycle of the project as required. d) Engineering Services to develop all required drawings and specifications for demolition of existing SCADA panel, legacy displays and chart recorders, and associated wiring. e) Engineering services to develop plans and specifications for the construction and installation of new PLC panel to accommodate fully automatic operation of two existing and two future water pumps and associated valves and instrumentation. f) Prepare 60% and 100% construction plans and specifications required to achieve the technical objective of the project. g) Prepare an opinion of probable construction cost estimate and schedule of the SCADA system upgrade at 60% and 100% submittals. h) Conduct monthly progress update meetings and 60% submittal review workshop. AMEND. NO. 2 EXHIBIT "A" Pa e2of6 i) Provide project management, including managing budgets and schedule, and facilitate communication between project stakeholders. Provide monthly progress report to the City. j) Perform quality assurance and quality control (QA/QC) of internal design development processes. Provide to the QA/QC artifacts at 60% and 100% submittals. k) Submit two half-size drawings and specifications sets for each of the submittals for City to review. Provide one full size reproducible drawings and specifications set. Provide 100% set of all construction documents in native electronic format and in PDF format. PDF documents shall be bookmarked for ease of navigating to key parts and sections of the document. 1) Submit two sets of paper copies of Integration,Verification, and Validation documents. Submit one copy of each document in its native electronic format. PDF documents shall be bookmarked for ease of navigating to key parts and sections of the document. 3. BID PHASE a) Prepare project advertisement for the City. b) Prepare addenda, attend bid opening, review bids and provide recommendation to the City. c) Attend pre-construction meeting, review contract documentation, and respond to Contractors Requests for Information (RFIs). 4. CONSTRUCTION PHASE a) Review contractor shop drawing submittals and maintain submittals log. b) Respond to RFIs and provide clarification to contract documents. c) Review Contractor's requests for change orders d) Conduct monthly site visits, progress meetings and maintain outstanding issues log. e) Provide construction observation services at the construction milestones. Ensure contactor's and integrator's compliance with construction plans, specifications, and quality assurance plan. Review and approve acceptance checklists, witness and approve acceptance tests, attest to correct operation of the system per end user's intent and engineer's specification. f) Conduct final inspection. Complete required commissioning documentation, obtain acceptance signatures from system Owner and Project Manager. Submit final inspection reports and copies of completed commissioning documentation to the City. 5. CLOSE-OUT PHASE a) Provide Engineering Services to develop and deliver as-built drawings. Provide the as- built set of all documents in native electronic format and in PDF format. PDF documents shall be bookmarked for ease of navigating to key parts and sections of the document. b) Other close-out tasks as determined by City Engineer and/or Project Manager B. ADDITIONAL SERVICES Items 1-5 No Changes 6. CONTROL LOGIC AND APPLICATION DEVELOPMENT a) Assist the City with defining and documenting the User Requirements Specifications (URS)for the control system b) Engineering services required to develop and document the Detailed Functional Specification (DFS) based on URS c) Engineering services required to develop and document the control system's Sequence of Operation (SOO) based on DFS L. NO. 2 IT"A" 3of6 d) Engineering services required to oversee the programing of the SOO for the specked PLC platform. e) Engineering services required oversee integrator in developing Human Machine Interface(HMI)graphics for the operator work stations. 7. CONTROL SYSTEM INTEGRATION a) Engineering Services to determine and specify all control system configuration parameters such as PID parameters, set points, and alarm levels required to achieve correct operation, alarming, and emergency notification and response of the automated control system. To include parameters for new pumps and equipment as well as modification to control system parameters for existing equipment. b) Engineering services to oversee integrate the new PLC panel into the existing SCADA system. Configure Historical server, integrate HMI screens into existing system-wide HMI. Verify and demonstrate to Owner stability of the new, integrated system 8. COMMISSIONING AND INSPECTION SERVICES (Work to be completed on T&M basis) a) Provide SCADA System Installation Inspections Services b) Attend and lead FAT and SAT (IV&V)Testing for SCADA systems AMEND. NO. 2 EXHIBIT"A" Page 4 of 6 PROPOSED SCHEDULE FOR STAPLES STREET PUMP STATION NEW 10 MGD PUMPS(With Amendment No.2) Day Date Activity Monday Aril 15, 2013 Begin Design Monday June 17,2013 Prel. Submittal(Pumps) Thursday July 11 2013 City Review Tuesday October S,2013 Council Approval of SCADA Thursday November 7,2013 LNV ModelliqcLComplete Thursday December 19,2013 Prel. Submittal SCADA Thursday January 2, 2014 City Review Thursday January 30, 2014 Pre-Final Submittal Thursday February 13, 2014 City Review Thursday March 13,2014 Final Submittal Monday March 17,2014 Advertise for Bids Tuesday Aril 1,2014 Pre-Bid Conference Wednesday Aril 16,2014 Receive Bids Tuesday May 27,2014 Contract Award Tuesday June 24, 2014 Begin Construction Tuesday December 23,2014 Complete Construction AMEND. NO.2 EXHIBIT"A" Pa e5of6 Summary of Fees Staples Street Pumping Plant New 10 MGD Pumps Project No.E12004 Amendment No. 1 Amend.No.2 Original Pump Southside Total Contract Station Water Trans. Amend. Pump Station Total Fee CiviVElecl Main No.1 New SCADA Mech Basic Services 1 Preliminary Phase $9,000.00 $6,390.00 $1,490.00 $7,880.00 $3,53-0-0-0. $20,410.00 2 Design Phase 38,900.00 27 690.00 6,470.00 34,160.00 63 670.00 $136,730.00 3 Bid Phase 3,000.00 2130.00 500.00 2,630.00 4,150.00 $9,780.00 4 Construction Phase 9,000.00 61390.00 1,490.00 7,880.00 7,130.00 $24,010.00 5 Project Close Out 0.00 0.00 0.00 0.00 1,610.00 $1,610.00 Subtotal Basic Services $59,900.00 $42,600.00 $9.950.00 $52,550.00 $8009000 $192,540.00 Additional Services 1 Topographic Survey/Field Investi ation 11 440.00 0.00 2,040.00 2,040.00 0.00 13,480.00 2 Construction Observation Services 13 980.00 0.00 3,240.00 3,240.00 0.00 17,220.00 3 Warranty Phase 2,080.00 1100.00 540.00 1,640.00 0.00 3,720.00 4 Engineering Integration and Control Services 0.00 61,500.00 0.00 61 500.00 0.00 61,500.00 5 Flow Meter/Pump Drive Assessment 0.00 8100.00 0.00 8,100.00 0.00 8100.00 6 Control Logic and Application Development 0.00 0.00 0.00 0.00 15 890.00 15,890.00 7 JControl System Integration 0.00 0.00 0.00 0.00 15 890.00 15,890.00 8 lCommissioning and Inspection Allowance 0.00 0.00 0.00 0.00 23 770.00 23 770.00 Subtotal Additional Services $27,500.00 $70,700.001 $5,820.001 $76,520.00 $55,550.00 $159,570.00 Total $87,400.00 $113,300.001 $15,770.001 $129,070.00 $135,640.00 $352,110.00 3/27/2012 3/19/2013 M2012-065 M2013-046 M2013- AMEND. NO. 2 EXHIBIT"A" Page 6 of 6 N ,0 4HR N N o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 +-' O O O O O M O O O O O r O r cM Q N y E y a 0 t0 M N r M r N m >. > ` r (n N N 0 a W a U 0 0 00 0 O o o ❑ ❑ p 0 O O O O ° ° ° m m ° o 2 OO Lc LO V) O to Q r r N 93 N M C 69 69 6F} Eg 3•> C) a ° ° � ° a � ° N O m m m O O O 2 O LO V) I LO LO > 69 6f? 6F} 6R i C IL — = m °M ° OOLoO o0 ° ° QQQ °O �°O °° L°O 0 v °o_ � Fm- H H `O E > r 6F> aC O O O O O O O i• p p p ti o ti i• w ++ O O to O N O N N d 47 d O O O f-- to N O T- to m m m N ti O Z oL A M M 00 N v V- d' 00 'Cr N O 6f? 6F? 6t> 6A 6f> {A U co d U 7 w N O O a 0 a O co r- Q ❑ Q I- O ti r- 0 O O Q C N O N 10 m P m 10 N co co Z Z 41 r r N 9 V r 6F} r 6F? r r ff} 6f} � CL = Q a 0 O O O ° N ° Q O N N O 0 6F9 mN O O O O "-i V— O r r U Z r r r r r r Cs ,O ff. fA 69 EA a f+ O O O O O 0 0 0 ❑ ❑ Q O O O O 0 0 0 0 0 0 O m m m 0 O O O eLa a o �n o o O P P P O a a 0 N N � m � CO N � O U U LL � � N N N N N v N N O LL LL cp Z' O o N O M CO Z m c ca LL o O g o to EL Cn .r 49 m (L Om0c n aa � � a 0C/) co vcmQ1°- M 2 �t r�r�t rt rt �t�aattar ra Ial nt: ewS�rra"wrirr ra"Y C'RY C it I Y (I (ARKS S IRISTI C:`ftri:ati DISCLOSURE OF INTEREST t"it s cal" "aaa'l u� C'��ri ti Ordir�an I71 !?W �r rtrrr rteCwGI. r� Jtrires ,rG� ��� ° +wr�w cr kir'Nr� � lata attic wwitlt tlaa° C"nv to g)re7w�i�� tlac "nllcawwirt� rrtl�Mrntatrcaaa. 1 w�carr� c ur��tic?aa natrst tic <arr�wwc�r�cl. It'Elie question i:s ncat wal�lrlicwtltic�, answer ww itlr '"NA". Se rcwcrwc lia�w° fi'c�r I�iliaa� 1C wclaairc aaa�att s. ca nd"i:wataa s and ctw finrtactrati. COMPANY NAME: t.)rlaatn F,nlp:inccring P. 0. BOX: s"I'REI°T ADDRESS- 2721 Swainner ( ITT: C ctrltns C*Iaaa h 2A'P: 784,0'I FIR I 1, r r�ur tiara r . ... __.t �� �, 1��drVrt�r�Iti1, �. ScaIc�Owner [� uf. t� �sirarticara trlrar DISCLOSUl I Qul� ' rlO, ' 11 additiarnal sp ac:c+ is rac;c"waaty, please it se rlie revers! Ode A I i A s ltwa c t attach scixarntc a heet. l. statc the ntarnes or carac h "cmpkayud* or the Lity of C'ctrlans Offish laaaw in wall "O nCrihila irtt rot-ctanatit tit in :l�'�� or ntctrc� ctf Ow owwnerst6f;in the above rtatnaed "I'ir�rtt,`'� " sartte l)ctantnwnt f kacwal .cl 110C and Citw ?. Swe flocs ntan°�nes ofc acla "ct1'f c�i.ar of`tlta: C'itw cal C`c:rrlt a (Tristi It aw Wg an —owwracr{:�ltila iratc�rc:m" c onsthuUng.T14 or nuve of the m%nership iri tiae raltcaw c^nwatnecl "01r°na. Naame life 3. stne tits nwaaanes of c"wh —bm ral rawmlao.., of the Q of C`cWrl�trs C"Iaa°i:wti ltwrw iatg wart '"�.www rt�r�laila interest:—Constituting 31,141 r more of"the ownership ira the �aa�lta.rw�c ra«taaa�c�l ""fir-aaa. Name Board. C'r:atn fit iss,ion crr C arrraatartt«�c" I. ' taatca the rtaanae,., Of eaa It enaaplc vee or officer of'aa "Constrlt.ant" too aloe C°itw of,C:ctrl)ns Christi mho wwearl ed on ativ matter rc,I ated tat We SAW Of His c°mntr°a MW " an "cwww"tila interest"consti¢.aatin 311/,o of more ot'the oy,wl,ter,la'ip in tlae aho e n,artaed "firm,„ Name FILING RE r<.rLRL:M CvTS if a person who reclnests eaflicral aactiaan can a rrutHer kntms that the requested action will ceanG all economic benetit ctrl any City rafricial or employee that is distingurshatblc front the eft"het that the action will have cats Inerthers caf the lauhhc in generLal car a strlastaintaQtl se�*rttetat tltwrecaf, �rraar shall disclose that fact in a signed kvr itinU tea the City official, ernhalcas°ce car beady tltttt has been reclaaested to am in the matter, aarale�ss tire. interest cal tlae("its°aakl�crral car°entl�lca�'c� in tlt�w rttrtttcr is ajalaarcnt. 'rhe disclosure shall also he made in as ac'riting riled 'oh the City Sec,r'etarr°y. ,,tides Ordinance`section 2-349 (d)] I c,rtily that rya n intiarntatiaan lar vWcd is true and correct as of the. date Of this staatenterat, tharat l have not knowingb r�itltltc;lal disclosure of arry hiforna atiaan requested: and that sulalalenlentnl statenveras krill be, snbtatit ed to the C'11y,�Mai Corlans Ch�r tstt, l"ex as as claanges aaccnr. Cortifying Person, ... .._,. 0)lie or r'rr+'ora Signature caf 'ert4irtf Data La"cwraaartz _._.__.__........_. DEF L'tiI'l"I0NS aa. '"Board ntenrber." A member of atnu'k board, coratnrission, or cortarniuce alalaaainted by the city Ccatnrehl cal°the coy 4arcomus Christi,Texas. b. `'l conomic berief C. An actiaan that is likely to aaffRI an economic: interest it' it is likely to have all effect can that intcr`est that is distinguishable front its clAc:t can naernbers ref the laublic hi general or a substantial segment thereof, cv ­a°.tn joyee." any jurumi enalahayvd by the°( ltd,' rW("aq us Christi. l°crus ehkr on as I°aall tar part-tints°basis. least meat as all indePcndent e6.)ntrrrctrar'. d. I Firm." Any einhy aalaenaud A econoude gain. whether larot'esstaaraaal, industrial or cornmercial, and whether csaahlished to larodnce or deal kith a product or service, including laut ratat liaaaited tea, entities operawd in the liarnt or scale laroprietorshila, as sclt=entlalca vd person. laartnershila,corporation, point stock ccaraalaaaaw, icaint venture. reeci�ershila or �traast.slid entities which tier laua.rlaoases of taxation are treated as naan-profit organaizatican;s. e. Q. t"tac;ial," The Ntra'or, naeratlaers of Ow (11 t liunck City, Manager. Dehaaaaty Cicy Manager, Assistant City; Manager& Delacartnreut and Division Heads, and "stunicihaarl Court ludges raftlta f;.it� cal`t"aarlarrs t;"harist.i Iexaas. C. -Ownership lnteresC t..egaal or equitable anerest. khedier aacaaaaally or constructively held, in a firm, iraetcrcliar aw�laera saaela interest is hra:lcl througha all agent. tma, c.'��m , car haaV IL—, entity, ("censer uc,.tively held refers to h(ildiags ear control established tltroumh vcatir% Imams. proxies, or special terms e.af`venture or laaartncr shits ar�r`eeraaeatts.° Constdtata ," My pen"era or time. sracha as engineers and architects. hired by the City cal' Corpus Christi for the twrrrlOse oflaraa6a°sskmal cons(,rIuuion aatad recontnrendatkarl. ��11�441111VIII1191�1�11pmN�V�I\��4��1111�11 11�V11111I1V11��1111uYV4V111 1100\�1V4�1��1111V� II 1 4' N oil ����0011 10010011111\10�i10141VS�'kG [I�IllklflV�VN��IYIW�'h��,�fV! �IOI��I��`u1011011001`1101181K1101 @I�� � N 4� 1 � o � Q O C U W e / �� .a=+ C� u�,�m��osm000somommo{�gw,,,�m�U�ou���m�igr�m�u��ul rnill�ouutts�iuuuua�mm ( � www1111 f 7n Cl c9 q C J ( OtitsmUtivc`mSatub�iulg�rohmti�mrmini�timmitittno»omiiui V V 4� J .....................: ........... 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N co 64 C14 C\l LO �{} O O C7 N 1 .- O V ° � . � o O ° ° m N O O a to N W N O E . � 0 Q 7 N E a U L IL K. (O V d _ O W L O O N N N O V 0 (n M a) c: c: V U N d O CL Z o U W W Z U W LLI C M � W U >, J L U >, m ° ? ° Z a � N Qom; : a7 J_ �_ J a) o 0 0 0 M a O O a U �2zz °, � m L Q Q O N 0 \ O O O � H Q (0 N a N W o U E E w o : D c� Z H a) am O LOQQ � P- a) HU U Q � U L L L L L L : U O U J 0 N N N N N .T J W 0 0 0 Z a) E Q 0 E m0 = O c ccccm FD0w0Q a H a U w w w w w2� M H a �gUS C Gd 0 AGENDA MEMORANDUM w�aa© ao Future Item for the City Council Meeting of September 24, 2013 xs Action Item for the City Council Meeting of October 8, 2013 DATE: August 20, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Engineering Design Amendment No. 1 McArdle Road Improvements — Ennis Joslin Road to Whitaker Drive Bond Issue 2012 CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with RVE, Inc. from Corpus Christi, Texas in the amount of $155,520.00, for a total restated fee not to exceed $1,113,240.00, for McArdle Road from Nile Drive to Ennis Joslin Road and McArdle Road from Whitaker Drive to Nile Drive, for design, bid, and construction phase services BOND ISSUE 2012. (Proposition No. 1 Street Projects) PURPOSE: The purpose of this Agenda Item is to execute Amendment No. 1 with RVE, Inc. for McArdle Road. BACKGROUND AND FINDINGS: The McArdle Road Improvements Project involves expanding the existing 2-lane roadway from Ennis Joslin Road to Nile Drive to a 3-lane roadway with two travel lanes, a continuous left turn lane, and bike lanes. From Nile Drive to Whitaker Drive, the existing roadway will be limited to the replacing existing pavement from lip of gutter to lip of gutter, using full depth pavement reclamation (FDPR) with a new 3" type "D" hot-mix asphalt concrete (HMAC). In addition the roadway will be striped as a 3-lane roadway with two travel lanes, a continuous left turn lane, and bike lanes. East of Nile Drive, the street improvements include a full pavement re-construction new street section. West of Nile Drive, the street improvements include recycling the existing asphalt in place of the existing road surface with periodic full-depth pavement repair and pavement widening. In addition to the street improvements, the Project includes new curb and gutter; sidewalks on each side of the street, Americans with Disabilities Act (ADA) curb ramps, lane striping and pavement markings. Utility improvements associated with the Project include partial expansion, replacement and/or rehabilitation of existing storm, water and wastewater infrastructure. Amendment No. 1 is for Additional Services requested by the Wastewater and Storm Water Departments. The additional services are for the Design, Bid and Construction Services associated with storm sewer upgrades in McArdle Road from Daly Drive to Rodd Field Road and wastewater infrastructure capacity conveyance upsizing in McArdle from Nile Drive to Ennis Joslin Road. ALTERNATIVES: 1. Execute Amendment No. 1 to a Contract for Professional Services with RVE, Inc. as proposed. 2. Do not execute Amendment No. 1 to a Contract for Professional Services with RVE, Inc. as proposed. OTHER CONSIDERATIONS: This project is one of the Bond Issue 2012 Proposition No. 1 Street Projects approved by the community in the general election held on November 6, 2012. Services are beyond the scope of work in original contract, beneficial to alleviate area drainage and provide future wastewater capacity. CONFORMITY TO CITY POLICY: This Contract Amendment complies with the Professional Procurement Act and City Policy. RVE, Inc. of Corpus Christi, Texas was selected for this project as a result of RFQ No. 2013-03 Bond Issue 2012 and CIP Projects, dated August 31, 2012. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Wastewater Department Storm Water Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS Line Item Budget $2,316,000.00 $5,709,000.00 $3,975,000.00 $12,000,000.00 Encumbered/Expended $957,720.00 $0.00 $957,720.00 Amount This item $155,520.00 $0.00 $155,520.00 Future Anticipated $1,358,280.00 $5,553,480.00 $3,961,334.07 $10,873,094.07 Expenditures This Project BALANCE $0.00 $0.00 $13,665.93 $13,665.93 Fund(s): Wastewater and Storm Water CIP BOND ISSUE 2012 Comments: Amendment No. 1 will result in the expenditure of$155,520.00 for a total amount not to exceed $1,113,240.00. RECOMMENDATION: City Staff recommends the approval of Amendment No. 1 to the Contract for Professional Services with RVE, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract—Amendment No. 1 PowerPoint Presentation PROJECT BUDGET McArdle Road Improvements Nile Drive to Ennis Joslin Whitaker Drive to Nile Drive Project No(s): E12097& E12098 Bond Issue 2012 PROJECT FUNDS AVAILABLE: Street CIP Bond Issue 2012.............................................................................. $ 6,000,000.00 WaterCIP.......................................................................................................... 780,000.00 Wastewater CIP................................................................................................... 660,000.00 Storm Water CIP................................................................................................. 3,060,000.00 GasCIP....................................................................................................... 100,000.00 MISCIP............................................................................................................. 100,000.00 Future CIP Wastewater Request.......................................................................... 1,300,000.00 TOTAL............................................................................................................... 12,000,000.00 FUNDS REQUIRED: Construction (preliminary estimate).......................................................................... 8,579,873.98 Contingency(10%)............................................................................................... 857,987.40 Design Fees: Engineer(RVE Engineering)................................................................................... 1,113,240.00 Geotechnical Study and Materials Testing (TBD) 240,000.00 Geotechnical Study and Testing (Kleinfelder) 15,500.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)........................................ 141,567.93 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)............................... 943,786.14 Finance.............................................................................................................. 47,189.31 Misc. (Printing, Advertising, etc.)............................................................................. 47,189.31 TOTAL............................................................................................................... 11,986,334.07 ESTIMATED PROJECT BUDGET BALANCE........................................................... $ 13,665.93 \Mproject\councilexhibits exhE12097-12098dwg / r, / / / r / / / t r, r /r / r„ r / l / J / / rf r / r / / 6. / r rrrrr�. G i / I r / 0 / / / r r r/ i J / i I / < r / / r i r / i r rr r / r r. I, r /r I r ,. i r I r r� / o, / r r / / /r r/ r i r � , /r / i / _ r / r r / / / / G r / 1, J r,/ r. / r r / r / / / / r r, J rra r / i r , rr r r / r l / r c r r, . r / ✓r /rr / r / r / r / / r r r rt / r i / r PROJECT LOCATION / # E12098 Whitaker Drive to f /!,/ rig ? Jr///✓/r // / ,/ ter% Nile Drive FF PROJECT LOCATION ' // i /'/ // ' ,✓" // ' /( E12097 Nile Drive to Ennis JosAn Road air/r FINIA / r ,,, � ,,, / /"/',, /✓//,////� 1.;,,r, /%� /r,/� �� // / , ��j%//�i% rrr,; � � ��:;' / A // i� rrr /' / r ,, ii ,„,'��” "G I ,,, "j r„!,",/r % rir j ' .;;G/�/r!"-P' %i"-„r <,,,, lr,rr,,, ;%/'ii/�/�+.✓ � /m;,,r%r rya %%��/ /i -j/ MY L0CATION MAP NOT TO SCALE PROJECT#E12097 & E12098 McARDLE ROAD FROM CITY COUNCIL EXHIBIT NILE DRIVE TO ENNIS JOSLIN ROAD #E12097 & CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES — WHITAKER DRIVE TO NILE DRIVE #E12098 PAGE: 1 of 1 _ _ CITY OF CORPUS CHRISTI AMENDMENT NO, 1 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City", and RVE, INC. hereinafter called "Engineer", agree to the following amendments to the Contract for Engineering Services for McArdle Road improvements Ennis Joslin Road to Whitaker Drive (Proiect No. E12097/E12098) BOND ISSUE 2012, as authorized and administratively amended by: Ori final Contract_ January 29, 2013 .__[_Motion -No M201MI19 In the Original Contract, Exhibit "A", Section 1. Scope of Services, Part A. Basic Services shall be amended to include Item No. 2 Design Phase , Item No. 3 Bid Phase and Item No. 4 Construction Phase as set forth in the attached Amendment No. 1, Exhibit "A". In the Original Contract, Exhibit "A", Section 3, Fees, Part C. Summary of Fees shall be modified by the attached as Amend No. 1 Exhibit "A" for a fee not to exceed 1156,520.00 (One Hundred Fifty Five Thousand Five Hundred Twen!y Dollars and Zero Cents), for a total restated fee not to exceed $1,113,240.00 (One Million One Hundred Thirteen Thousand Two Hundred Forty Dollars and Zero Cents). Monthly invoice will be submitted in accordance with Exhibit "C". All other terms and conditions of the January 29, 2013 contract between the City and Engineer, and of any amendments to that contract, which are not specifically address,e I herein shall remain in full force and effect. CITY OF CORPUS CHRISTI RV INC Mark Van Vleck, P.E. Date Patrick D. Veteto, P.E. Date Interim Assistant City Manager President for Public Works & Utilities 820 Buffalo Street Corpus Christi, TX 78401 (361) 887-8851 Office RECOMMENDED (361) 887-8855 Fax Daniel Riles, P. E., Date Director of Engineering Services APPROVED AS TO FORM City Attorney Date APPROVED Office of Management Date and Budget AMD. NO. I 2DPa 2 e 1 of 2 MENGINEERING DATAEXCHANGE'ANGIEM\STREEIAE12098 MCARDLE-WHITAKER TO NILE BOND iSSUE 20121AM9ENDIVIENT NO 1kAMENDMENT NO 1 DOC ATTEST Armando Chapa, City Secretary McArdle Road from Nile to Ennis Joslin Pro'ect No. E12097 BOND ISSUE 2012 Department Fund Source No. Amount Street CIP 550950-3549-00000-E12097 $0.00 Wastewater CIP 550950-4251-00000-E12097 75,410.00 Storm Water CIP 550950-3496-00000-E12097 56,077.00 Water CIP 550950-4092-00000-E12097 0.00 Gas CIP 550950-4556-00000-E12097 0.00 Total $131,487.00 Encumbrance No. McArdle Road from Whitaker Drive Nile Pro'ect No. E12098 BOND ISSUE 2012 Department Fund Source No. Amount Street CIP 550950-3549-00000-E12098 $0.00 Wastewater CIP 550950-4251-00000-E12098 0.00 Storm Water CIP 550950-3496-00000-E12098 24,033.00 Water CIP 550950-4092-00000-E12098 0.00 Gas CIP 550950-4556-00000-E12098 0.00 Total $24,033.00 Encumbrance No. ENTERED AUG 212013 CONTRACT MANAGERS AMD.NO. 1 Page 2 of KIENGINEERING DATAEXCHANGEVINGIEMISTREE nE12088 MCARDLE-WHITAKER TO NILE BOND ISSUE 20121AMENDMENT NO 1"ENDMENT NO.1.DOC Inc. engineering ing — surveying August 19, 2013 7-13002 City of Corpus Christi Engineering Services P, 0. Box 9277 Corpus Christi, Texas 78469-9277 Attn: Ms.Jamie Pyle, P.E. Re: McArdle Road Improvements—Ennis Joslin Road to Whitaker Drive City Project No(s)E1.2097 & E12098 Engineering Contract Amendment No, I Dear Ms. Pyle: The City has requested that RVE perform additional design work on the subject project to include: storm sewer capacity upgrades from Daly Drive to Rodd field Road and wastewater trunk line upsizing frorn Nile Drive to Ennuis Joslin Road. Per our contract with the City on this project, RVE is due additional engineering fees for storm sewer capacity upgrades and for other street and utility improvements that exceed the budgets established at throe time of the original contract. The estimated construction cost of the storm sewer capacity upgrades is $1,339,275.05. The estimated construction cost of the total requested wastewater improvements, including upsizing of the trunk main, is $1,421,593.05. The original budget for wastewater improvements was $500,000; so, the amount of wastewater improvements over the original budget is $921,593.05. Tile total estimated additional construction cost associated with this contract amendment is $2,260,868.10. RVE.; proposes to perform the necessary additional engineering services for a total of$155,520.00(6.88%)separated as follows: - DESIGN PHASE: 122,780.00 - BID PHASE: $ 1,440.00 - +CONSTRUCTION PHASE: $ 31,300.00 Contract amendment documents supporting the above have been submitted to the City. Please let me know if you have any questions,or need any additional information. Sincerely, RVE, In . Scott.]ones, P.E. Civil. Group Manag-r DSJJder cc: File A D. NO. 1 EXHIBIT "A" TBPE Firm Reg. No. F-2037 Page 1 of 2'. 820 Buffalo Bt., Corpus Christi,Texas 78401-2216 P.O.Box 2927, Corpus Christi,Texas 78403-2927 phone: 361.887.8851 fax.361..887.8855 e-mail: rve @rve-inc.com wwebsite: wwww.rve-inc.com. oo dc; p. 4 J Cf � 8 O ° GOO u4i s} pj `S � NCil �Nl! I� ODDl� V- CO ffi� . N CQC° C., o Oa a RODgOCa R q a °ogg g 00�j e WtJ3 cm df K ffT di !A fA f!!V� ................... W W o340a0o 00 �. R2ooR24% c 9" a low Q ta'- CO 40 C2 C30 Cl C2 d ~ V GSANOO cc coo 4p' m QpQQ pO g 0 O Olga�• pN "!Alrf 1�+ QQ W W. 12 4g 69 v�� usi cA OO ° v � WZ W Z 3 a+ M 'o i3 Q I� W 8$ o0 O tC4 m � L I66 0 0a m � t � g •� aQ CL c4�► E �rn•ccb� 0 OMM a 0 �; co 31 Vl O m AMD. NO. 1 EXHIBIT"A" Page 2 of 2 EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR A/E PROFESSIONAL SERVICES/CONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Written Notice of Cancellation, Bodily Injury & Property Damage non-renewal or material change required Per occurrence- aggregate on all certificates COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT including: 1. Broad Form 2. Premises-Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors AUTOMOBILE LIABILITY to included $1,000,000 COMBINED SINGLE LIMIT 1. Owned vehicles 2.. Hired— Non-owned vehicles PROFESSIONAL LIABILITY including: $1,000,000 per claim /$2,000,000 Coverage provided shall cover all aggregate employees, officers, directors and agents (Defense costs not included in face value 1. Errors and Omissions of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION Which Complies with the Texas Workers Compensation Act EMPLOYERS' LIABILITY 500,000/500,000/500,000 AMD. NO. 1 EXHIBIT"B" Page 1 of 3 lkEngineering FormsILARGE AE EXHIBIT B.DOCX '• r C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10) ten days of accident. D. Consultant must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: L Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability polices; ii. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. AMD. NO. 1 EXHIBIT"B" Page 2 of 3 JAEngineedng FortnsI ARGE AE EXHIBIT B.DOCX H. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. I. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. AMD. NO.1 EXHIBIT"B" Page 3 of 3 JAEngineerfng FormsVI ARGE AE EXHIBIT B.DOCX 0 0 0 0 0 0 0 0 0 0 0 0 0 r+ ) \ f 1 f� O 0 0 0 0 0 0 0 In O M V fl. E O O C C C C Qt O O O O O 00 p O O O O O p q 00 00 C) 0 O o L � LO LO � 64 V39 664 � H = 4 0 0 Co 0 0 00 000000 m � O O O O V O o Ln F-- F- In L O C 64 64 64 64 � a - 00000L0 0640000ppoc LO LO v 00_ Im- H E >> Q c H M O to O o O O er p p W 0 as W V- t- co O 64 �- CD IM m m w o oh w 0 r cc r T O O C4 � � M � M qt 0 4a r N r L O N M N M w co to OCO 69 64 64 fA W r C4 0 W %- a N o64 0 0 0 0 064 00 0 0 0 o 00 CD o� O 00 aZ Z° d z° H u .°> a Lu > Q CLa _ r 0 o o 0 o 04 Oc) o 0 0 o Cl p 0 0640 C) V Z ~ ~ V E �+ f` CO O CO O r O O O It p 0 L (� V co O 64 r CA O m m 0 0 0 0 i 0 r r O O N M � CO d' _ � N LO O N M o M c0 O 6). d3 64 64 64 V v CA N u) a a� c L v .°' m %- 8 a M) cc rn (- c ca Q Z ti � a ma c cz, o � cg CD N cu O c CD v E rn N p a = c E n o 0 m a p m w U U) QCL a. of O U) (4 N m Q F- AMD. N0. 1 EXHIBIT"C" Page 1 of 1 70SU B��F B Cl�riY s PURCHASING DIVISION city of CITY OF CORPUS CHRISTI hrlSti C DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112,as amended,inquires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and defmitlons. COMPANY NAME: RVE,Inc. P.O.BOX: STREET ADDRESS: 820 Buffalo Street CITY: Corpus Christi ZIP: 78401 FQtM IS: 1. Corporation ® 2. Partnership 8 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessa please use the reverse side of this page or attach separate sheet. 1. State the names of each 'employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) NIA 2. State the names of each `official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title NIA 3. State the names of each"board member"of the City of Corpus Christi having an"ownership interest" constituting 3%or more of the ownership in the above named"firm.' Name Board,Commission or Committee NIA 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Nam Consultant NIA FILING REQUIREMENTS If a person who requests official action on a matter knows that the re nested action will confer an economic benefit oil any City official or employce that is distinguishable from the effect that the action will have on members of the public in eneral or a substantial segment thereof, you shall disclose that fact it) a signed writing to the City officiiIII, employee or body that has been requested to act in the matter, unless the interest of the City official or eni loyee in the matter is appitrent. he disclosure shall also be made in a signed writing riled with the City ecretary. [Ethics Ordinance Section -349(d)] CERTIFICATION I certify that all information provided is trite and correct as of the date of this statement,that I have not knowi�n ly withheld disclosure of any information requested; and that supplemental statements will be prompt y submitted to the City of Corpus Christi,'Texas as changes occur. Certifying Person: Patrick D.'V'etet ,P E. I"itlet President t1'riae or Print) Signature o,f Certifying Date:. 0I-18'-33 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,"Texas. b. "Economic benefit"". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect oil members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, 'Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, itadustrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship" as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads,and Municipal Court Judges of the City of Corpus Christi,"Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding, entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firnn, such as engineers and architects;, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation, C) .......... © >v r=. ui •— L L �C m ..........0............ 0 ca � �+ +� O s � N 0 � � �V 0 CL M U cry O N DC •— r' 0 O a� .. 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WLL w SC Gd7aprM M1ryp AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of September 24, 2013 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: September 11, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3246 Changing Limitations on Restaurants In Neighborhood Commercial and Office Zoning Districts CAPTION: Ordinance amending the Unified Development Code for limitations on restaurants in the neighborhood commercial and office zoning districts by revising subsection 5.2.11 — Restaurant; and providing for severance, penalties, and publication. PURPOSE: The purpose of this item is to amend the Unified Development Code (UDC) by increasing the square footage limitation on restaurants in the Neighborhood Commercial and Office zoning districts. BACKGROUND AND FINDINGS: The current UDC and former Zoning Ordinance provided two different zoning districts with the Neighborhood Commercial category, which are the "CN-1" Neighborhood Commercial District and the "CN-2" Neighborhood Commercial District. In the former Zoning Ordinance, the "CN-2" Neighborhood Commercial District provided more restrictions on commercial uses than the "CN-1" Neighborhood Commercial District because the purpose of the "CN-2" District, when it was created in 2000, was to provide pedestrian-oriented commercial development that would be compatible next to single-family dwellings, particularly in areas transitioning from residential to commercial uses. For example, the "CN-1" district allowed restaurants while the "CN-2" District did not. When the UDC was adopted in 2011 as the City's new zoning code, however, it equalized the restrictions of the "CN-1" and "CN-2" Districts specifically pertaining to restaurants. The regulations of restaurants in the former Zoning Ordinance, current UDC, and the proposed amendments are summarized in the following table. The proposed amendments aim to add distinction between the two Neighborhood Commercial districts and will increase flexibility for businesses (restaurants) while continuing to protect neighborhoods. Former Current UDC Proposed Zoning Ordinance Amendments Restaurants Permitted Restaurants Permitted Restaurants Permitted CN-1 Yes, unlimited size Yes, limited to 2,500 SF Yes, limited to 5,000 SF District CN-2 No Yes, limited to 2,500 SF Yes, limited to 3,000 SF District ON No Yes, limited to 2,500 SF Yes, limited to 3,000 SF District within an office building within an office building The proposed amendments to the UDC would continue to allow restaurants in both the "CN-1" and "CN-2" Districts with the restrictions summarized in the table above. The amendments would increase the limitation on restaurant floor area from 2,500 to 5,000 square feet in the "CN-1" District and from 2,500 to 3,000 square feet in the "CN-2" and "ON" Districts. ALTERNATIVES: Denial or alteration of the proposed amendments to the UDC. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed text amendments conform to the policies of the City's Comprehensive Plan. DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑x Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Planning Commission and staff recommend approval of the proposed amendments to the UDC. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending the Unified Development Code for limitations on restaurants in the neighborhood commercial and office zoning districts by revising subsection 5.2.11 - Restaurant; and providing for severance, penalties, and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding this amendment of the City's Unified Development Code; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, September 11 , 2013, during a meeting of the Planning Commission, and on Tuesday, September 24, 2013, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment to the UDC would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Article 5, Section 5.2.11 entitled "Restaurant," of the UDC, is amended by revising the text to read as follows: "5.2.11 Restaurant A Restaurant Use shall be permitted in accordance with the use tables in Article 4 subject to the following standards: A. Eating establishments permitted in the "CN-1" Neighborhood Commercial dDistrict shall not exceed 2590-5,000 square feet in gross floor area. B. Eating establishments permitted in the "CN-2" Neighborhood Commercial District shall not exceed 3,000 square feet in gross floor area. -13C. For eating establishments permitted in the NeighbeFh Office zoning district: 1. The gross floor area shall not exceed 2590-3,000 square feet; 2. The eating establishment shall clearly be a secondary, support use for the regular operation of the office; and 3. The eating establishment may not be located in a building where no other uses exist. "5.2.12* * 11 SECTION 3. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 4. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC. SECTION 5. Publication shall be made in the City's official publication as required by the City's Charter. Ordinance—UDC Amdmts_Restaurants in CN&ON_09112013 FINAL Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of 20 ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Ordinance—UDC Amdmts_Restaurants in CN&ON_09112013 FINAL Page 3 of 3 AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of September 24, 2013 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: September 3, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3246 Rezoning from Single-Family to Multifamily For Hammond Jones Real Estate Development LLC Property Address: 1309 Daly Drive and 1302 Woodlawn Drive CAPTION: Case No. 0813-03 Hammond Jones Real Estate Development LLC: A change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. The property is described as being the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives. PURPOSE: The purpose of this item is to rezone the subject property to allow construction of an apartment complex. RECOMMENDATION: Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. BACKGROUND AND FINDINGS: As detailed in the attached Zoning Report, the applicant is requesting to rezone the subject property from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District to allow construction of a 100-unit apartment complex at a density of 15.4 dwelling units per acre. The "RM-1" District will allow a maximum density of 22 dwelling units per acre. The Southeast Area Development Plan Goals and Objectives calls for protecting the predominantly stable residential neighborhoods and to promote the efficient development of underutilized and remaining vacant land in the Area. The proposed project would occupy lots that have remained undeveloped since they were platted in 1946. The City encourages the development of vacant lots where public infrastructure already exists. Additionally, medium density residential uses such as the proposed apartment complex would serve as a transition from the high intensity commercial uses along Daly and South Padre Island Drives and the single-family neighborhood to the east. Therefore, the proposed apartment land use would help protect the single-family neighborhoods from commercial nuisances. Opposition to this rezoning currently stands at 27.84% of the land within the 200-foot notification area. A summary of public comments is included. ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southeast Area Development Plan and the proposed rezoning is partially consistent with the City's adopted Future Land Use Plan. The Future Land Use Plan designates the 2.4 acres of the 6.5-acre tract of land along Woodlawn Drive for low-density residential uses, which means less than eight dwelling units per acre. Therefore, the proposed rezoning to the "RM-1" Multifamily 1 District on the 2.4 acres fronting Woodlawn Drive is not consistent with the adopted Future Land Use Plan. However, the Future Land Use Plan designates 4.1 acres of the 6.5-acre tract of land along Daly Drive for medium-density residential, which means anywhere from 8 to 22 dwelling units per acre. Therefore, the proposed rezoning to the "RM-1" Multifamily 1 District on the 4.1 acres fronting Daly Drive is consistent with the adopted Future Land Use Plan. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits Public Comment Summary ���� �_, m ��„�� d !� Mi I�A°�W�';Gd�'/ � � !� ,, �i �-� r r , u�' ipiitry s� � II � ti � � �� �Irv” � r, „,' r Y �/ 1 ;;hill' r l i/.AAl. is �rl q b;ryk" j �, f � u u ,. >y v � ��, r' l ��J � / �l r✓l lyr i J/ ��/pi"� ��in�l �� r���n 4,�� '�l�%r� li/rid �, a ' ' Y l io�s%l ��11, � ,r�� P ������, �� riyf G�i���r ,/r f �� �'/% // r I �� / � k� l��yl/ � rx �j rd 1 /�f�Y �lN�� �IJ���� � �� f • y r'� ��f Vii' �� r ii� r�y�w I 1� ii l "� ' � f �Ny � � � II j f 6�If µ�1 �/i � � � V y .../i �� � r � aG � 3 d ��' `��'' ro„y.,Itil %rvw ,.�,�',� i� � i . . `J � �,� � ����� �� i �� � � i f � �M r Y i� IIf �� 11117,17,1. 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Y / � f (f � r; N 1 — / � ��J rWj PN/ f �y f�U h �f 9 ;ft. �f`a ,J� nnnni; � ��nJ���� �"y� nnnnnt F ,"' �j? � ° �� �.� � � �MIYIY 111�����i �� �( � �'^ � li, arm �� i P '�ref i�r � � 1� �� � ru rir� ,�'� � i. ,%/'/� '✓. i.:"r r � O , r. % Y/ rrr' r// % r / I `'�iG r LU r E Rill r 1911/�i/ aF / • J / / ��r� i I % J%r�r / I F, ��yulanA I � o r r r r i z CITY COUNCIL ZONING REPORT Case No.: 0813-03 HTE No. 13-10000031 Planning Commission Hearing Date: August 28, 2013 c Applicant/Representative: Hammond Jones Real Estate Development LLC o Owner: Allen Lovelace Moore and Blanche Davis Moore Foundation ap a Legal Description/Location: Being the south 24 feet of Lot 1, all of Lots .Q 3J .7 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn c o Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives. �., From: "RS-6" Single-Family 6 District To "RM-1" Multifamily 1 District .E a Area. 6.50 acres N° Purpose of Request: To allow construction of a 100-unit apartment complex. Existing Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Vacant Low and Medium c Density Residential y North "RS-6" Single-Family 6 Public/Semi-Public Public/Semi-Public c � 'c ? "CN-1" Neighborhood Commercial & Commercial & N° South Commercial & Low Density Low Density "RS-6" Single-Family 6 Residential Residential y J "CG-1" General w East Commercial & Commercial Commercial "RS-6/SP" Single-Family 6 with a Special Permit West "RS-6" Single-Family 6 Low Density Low Density Residential Residential Area Development Plan: The subject property is located within the boundaries of the Southeast Area Development Plan and is planned cCL c for low and medium density residential uses. The proposed rezoning to the "RM-1" Multifamily 1 District is partially consistent with the adopted Future a o Land Use Plan. Q Map No.: 041035 Zoning Violations: None Zoning Report Case#0813-03 Hammond Jones Real Estate Page 2 Transportation and Circulation: The subject property has 195 feet of frontage along the south side of McArdle Road, which is a "C3" Primary Collector street. The subject property also has 924 feet of frontage on Daly Drive and 528 feet of frontage on Woodlawn Drive, which are local residential streets. The subject property has access to South Padre Island Drive (SH 358) via Daly and Woodlawn Drives. c ° The applicant submitted a traffic generation calculation for the 2.364-acre portion of the subject property that is planned for low density residential uses. ° The calculation shows that changing the land use of the property to medium CL y density residential would increase the peak hour weekday trips by 15 trips per c day. The applicant was not required to submit a Traffic Impact Analysis because the increase in number of peak hour weekday trips did not exceed 501 trips. The 2012 Bond Package includes a project to widen McArdle Road to a four- lane road between Nile Drive and Ennis Joslin Road. Construction is scheduled to begin in February 2014. Urban Proposed Existing Traffic Street Transportation Section Section Volume Plan Type McArdle "C3" Primary 75' ROW 65' ROW 7,381 0 Road Collector 50' paved 47' paved (2013 ADT) d Q Woodlawn 50' ROW 50' ROW No L Local Residential Information -W Drive 28' paved 30' paved available 50' ROW 50' ROW No Daly Drive Local Residential 28' paved 28' paved Information available Staff Summary: Requested Zoning: The applicant is requesting to rezone the subject property from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District to allow construction of a 100-unit apartment complex at a density of 15.4 dwelling units per acre. The "RM-1" District allows a maximum density of 22 dwelling units per acre. Development Plan: The applicant proposes to develop an apartment complex consisting of three three-story buildings resulting in a medium density residential use, which is defined as being less than or equal to 22 dwelling units per acre. The apartment complex would include amenities such as a swimming pool, clubhouse, outdoor sports court area, and sand volleyball court. All three buildings will have to comply with the 45-foot height limitation of the "RM-1" Multifamily 1 District and the required setback from single-family or two-family uses that is based on the height of the apartment buildings. The project is anticipated for completion by July 2015. Zoning Report Case#0813-03 Hammond Jones Real Estate Page 3 Existing Land Uses & Zoning: The subject property is currently zoned "RS-6" Single- Family 6 District and contains about 14 undeveloped single-family lots. Located north of the subject property is an undeveloped single-family lot and Haas Middle School, both of which are zoned "RS-6" Single-Family 6 District. To the east of the subject property on Daly Drive is a car dealership extending from McArdle Road to South Padre Island Drive (SH 358) and zoned "CG-1" General Commercial District and "RS-6/SP" Single- Family 6 District with a Special Permit. To the south of the subject property is a shopping center fronting South Padre Island Drive (SH 358) that is zoned "CN-1" Commercial Neighborhood District. Also to the south of the subject property and along both sides of Woodlawn Drive are single-family dwellings zoned "RS-6" Single-Family 6 District. West of the subject property at the southwest corner of Woodlawn Drive and McArdle Road is a 0.4-acre lot zoned "RM-2" Multifamily 2 District and occupied by a Masonic lodge. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan Consistency: The subject property is located within the boundaries of the Southeast Area Development Plan and the proposed rezoning is partially consistent with the City's adopted Future Land Use Plan. The Future Land Use Plan designates the 2.4 acres of the 6.5-acre tract of land along Woodlawn Drive for low-density residential uses, which means less than eight dwelling units per acre. Therefore, the proposed rezoning to the "RM-1" Multifamily 1 District on the 2.4 acres fronting Woodlawn Drive is not consistent with the adopted Future Land Use Plan. However, the Future Land Use Plan designates 4.1 acres of the 6.5-acre tract of land along Daly Drive for medium-density residential, which means anywhere from 8 to 22 dwelling units per acre. Therefore, the proposed rezoning to the "RM-1" Multifamily 1 District on the 4.1 acres fronting Daly Drive is consistent with the adopted Future Land Use Plan. Plat Status: The subject property is currently platted as multiple 0.4-acre single-family lots. A replat will be required prior to construction of the proposed apartment complex. Department Comments: • The proposed rezoning is partially consistent with the adopted Future Land Use Plan. The portion of the subject property fronting Daly Drive is planned for medium density residential uses (or apartment uses) and the portion of the subject property fronting Woodlawn Drive is planned for low density residential uses. The proposed rezoning would result in a reasonable expansion of the medium density residential uses planned along Daly Drive. • The proposed rezoning is compatible with the present zoning and would not negatively impact the surrounding properties. • The Southeast Area Development Plan Goals and Objectives calls for protecting the predominantly stable residential neighborhoods and to promote the efficient development of underutilized and remaining vacant land in the Area. o The proposed project would occupy lots that have remained undeveloped since they were platted in 1946. The City encourages the development of vacant lots where public infrastructure already exists. Zoning Report Case#0813-03 Hammond Jones Real Estate Page 4 o Additionally, medium density residential uses such as the proposed apartment complex would serve as a transition from the high intensity commercial uses along Daly and South Padre Island Drives and the single- family neighborhood to the east. This type of land use transition helps to protect single-family neighborhoods from commercial encroachment. Planning Commission and Staff Recommendation (September 24, 20131: Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Number of Notices Mailed — 35 within 200' notification area; 4 outside notification 0 area As of September 3, 2013: In Favor — 0 (inside notification area); 0 (outside notification area) z0 In Opposition — 19 (inside notification area); 1 (outside notification area) Totaling 27.84% of the land within the 200-foot notification area in a opposition. This case requires seven Councilmembers to vote in favor of the rezoning in order to approve it. Attachments: A. Location Map (with Existing Zoning & Notice Area) B. Future Land Use Map C. Site Plan 2" SUBJECT -6 13 PROPERTY .6 '34 2 n ''21 19 4 12 24 15 30 s 2+8_ CG - 1 20 27 2 32 a 31, 26 14. C 1 10 CG. 2. s ry 9 2g,, All 7 3 I Date GreateoB 8&2013 p w` 400 800 Pi Sy JEREMN441 Feet oepartnrent of Development Seffices CASE: 0813-03 7 ZONING & NOTICE AREA Ri MuININamNly 1 IL Light Industrial i ML ItilamllW 2 lW Heavy Industrial RM,d Multifamily a PUD Planned Unit bev Overlay, !rs°"" "�I'ce, ON Professional ONll RS,1 CM 5ingle-Famll,y 10 f' °s*,ry `" SU ,JECT' RM•AT Multifamily AT »Tp P S-B Single-Famihy& •.,,. "�` Pft{ EF'ATY CN1 Neighborhood Con,mere.lai RS-45 Single-Family,4.5 r� <*ry, CN-2 Nei h horhood Commercial RS,TF 'rAVa Family sa, Cl Resort Com mercial' RS=15 Singlc Family 15 CR-2 Resort Commercial R@ Reerdential Estate CG-1 General Commercial r3, Ro TW Special Per CG.p General Commercial SP Special Permit Cl Intensive Commercial RV Recreational Veh Nclo Park CBD Downtovrn Con,n,erciai RMH Menulacturod Home CR-3 Resort Commercial PR Farm Rural "..-..., '^. H HNatrre Overlay '' ".•,..,.�t BP Business ParW. rb.rlp'Op tr N t7srraers n dr Ow bt d°'�r �rar fa sore s 4'15�7 I a� �p �.17t�]A14 City of nrtffarlTerllcranr Tqa trn lei /ti, pitloll •...•. "`'..,,,..,, "M.�171"�.rsti EXHIBIT A Psr ,LDR L,D,R <7� �� ��NNNwN,wwwwwwwNNNNNNNNNNNNNNNNNNNNNNNwwwwwwwwwwwwwww W CASE: 0813-03 FUTURE LAND USE f' r a13 AgriculturallRural-AR W Tourist-TOR :F Eli Estate Residential-ER ResearchlBusiness Park-RBP f t dR Law Density Res.-LDR ; Light Industrial-L Wd Density Res..MDR EM Heavy Industrial-Hl ��"m PROPERTY - High Density Res.-HDR W Public Semi-Public-PSP ✓ n Mobile Hance-MH Park VAC vacant-VAC Drainage Corridor DC F—Pol Professional Office-PO ^. Dredge Placement-DP f " Commercial-CQM ® Water t?..� ConservationlPreser✓ation-CP Transportation Plan Exlsdng Propcsed +xj,Expressways um®a¢Arterials ����, m City of Collectors Map Scale: ?:2,�Piiq f ` Carpus /o; Parkway L(7A,TIf)N MAV�� / Christi + Railroad -� EXHIBIT B ° .r�e t E a4 � Nil MCARDLE ROAD tl tl 6Y I�di101S9 Y i S 1 11� � A 6 I � r SIR 3b gill i i �sas� tl � tl®tl f t � t d t 1 B 1 t 1 tl IB tl B EXHIBIT C - SITE PLAN Ordinance amending the Unified Development Code ("UDC") upon application by Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Foundation ("Owner"), by changing the UDC Zoning Map in reference to the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives, from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Foundation ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, August 28, 2013, during a meeting of the Planning Commission, and on Tuesday, September 24, 2013, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Hammond Jones Real Estate Development LLC, acting as agent on behalf of Allen Lovelace Moore and Blanche Davis Moore Foundation ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on the south 24 feet of Lot 1, all of Lots 2-10, the north 33 feet of Lot 19, and all of Lots 20-24, Block 2, Woodlawn Estates, located on the south side of McArdle Road between Woodlawn and Daly Drives, from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District (Zoning Map No. 041035), as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds description, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor 0813-03 Ordinance, Hammond Jones Page 2 of 2 oRRAY BASS, 3R,, P.E.,R.P.LS. 3054 S. AFLAMEDA, zip 78404 NIXON M. WELSH, P-E.,1t.P.1-S, 361 882.5521- FAX 361 882-1265 www.buss-wclsli.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. -52 Surveying Firm Reg. No. 100027- 0 P.O. Box 6397 Corpus Christi, TX 78466.6397 July 26,2013 13053- B.doe -1 Zoning Tract STATE OF TEXAS COUNTY F NUECES § Description of a 6.500 acre tract of land,more or less,being all of Lots 2 10,20—24 and portions of Lots 1 and 19, all out of Block 2, Woodlawn Estates, a map of which is recorded in Volume 10, Page 34, Map Records, Nueces County, Texas, and being the same tract of land described by deed, Document No. 1999015450, Official Public Records of said county,said 6.500 acre tract of land as further described by metes and bounds as follows: EGINNING at the point of intersection of the southeast right-of-way line of Woodlawn Drive and southwest right- of-way line of McArdle Road for the northernmost corner of the tract herein described and of said Lot 24; THENCE S 60 051'30" 195.00' along the common northeast boundary line of said Lot 24 and southwest right-of- way line of McArdle Road to a point for a northeasterly corner of the tract herein described and northernmost corner of said Lot 1; THENCE 29 008'30" 71.00'along the northwest boundary line of said Lot 1 to a point for northeasterly interior corner of the tract herein described; THENCE 60 051'30" 195.00' along a line 24.00' northeast of and parallel to the northeast boundary line of said Lot 2 to a point in the northwest right-of-way line of Daly Drive for the easternmost corner of the tract herein described; THENCE S29 008'30"W 924.00' along said northwest right-of-way line of Daly Drive to a point for the southernmost corner of the tract herein described and southernmost comer of said Lot 10; THENCE 60 051'30"W 195.00' to a point for the westernmost south corner of the tract herein described and westernmost corner of said Lot 10; THENCE 29 008'30" 467.00' along the northwest boundary line of Lots 10, 9, 8, 7 and a portion of Lot 6 to a point for central interior corner of the tract herein described; THENCE N60 051'30" 195. 'along a line 33. 'southwest of and parallel to the northeast boundary line of said Lot 19 to a point for the westernmost central corner of the tract herein described in said southeast right-of-way line of Woodlawn Drive, THENCE 29 008'30"E 528.00' along said southeast right-of-way line of Woodlawn Drive to the POINT OF EGINNING,a sketch showing said 6.500 acre tract herein described being attached as Exhibit'B". OF l ` td;� ixon M.Welsh,R.P.L.S. WELSH 1 ®@ ®•.F cc EXHIBIT To •.®.. SUM Page 1 of i S60'51'30'*E 195.00',MCARDLE RD. S29'08'30"W 7 1.00' 4�' Uo OODL�AWN ESTATES 24 V. 10, P. 34, M.R. 2 23 "-S60'51 '30"E 195.00- 06— — — CN Lo T z 22 w 0 ff� 0 -00 21 4 CN 0 Z 20 0 All C14 F 6 )0, N60*51'30"W 195.00'1 — (n 11; 18 7 po 00 z c� 17 C14 En co 0- N29'08'30"E 467.00' 16 015 10 N60'51'30"W 195.00' 13 12 WOODLAWN ESTATES V. 10, P, 34, M,R. EXHIBIT "B" SKETCH TO ACCOMPANY METES AND BOUNDS DESCRIPTION i"=200, 0 100' 200' 400' SCALEi 1*= 200, BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE. EXB-11, JOB NO, 13053. SCALE. I" - 200' PLOT SCALE: SAME, PLOT DATE: 7/26/13. SHEET I OF I Summary of Public Comments Case No: 0813-03 Hammond Jones Real Estate Development LLC As of September 3, 2013 I. Notices returned from within the 200-foot notification area: (Note: The number(s) next to name corresponds to the notification map.) Total number mailed: 35 Favor: 0 Opposition: 19, totaling 27.84% of the land within the 200-foot notification area #2 James Joseph Kinney et ux (1309 Woodlawn): Potential increase in criminal activity, decrease in property value, prefer single family dwellings, increase in traffic. #4 Frank and Lilia Cook (1401 Woodlawn): Safety issues, increased traffic. #8, 28 David Briones (1408 Woodlawn): Safety issues and increased traffic. #12 Stephen B. Yuknevich (1346 Woodlawn): Noise, traffic, property value, taxes on roads, trash, crime, multifamily apartments. #15, 18 Bonnie Scholl Acuna (1405 Woodlawn): Traffic, transients, increased crime, decrease in property values and parking. #21, 34 John Kinney (1317 Woodlawn): Increase in traffic and noise, crime, increase in foot traffic in neighborhood, decrease in property value. #33 Robert Copp (1343 Woodlawn): Increased traffic, roaming kids. II. Responses received from neighborhood but outside the 200-foot notification area: Total number mailed: 4 Favor: 0 Opposition: 0 Public Comment Summary Page 2 III. Responses received from owners/applicants of property being rezoned: Favor: 0 Opposition: 0 IV. Unsolicited responses received: Favor: 0 Opposition: 1 Outside: Daniel M. Torres, D.D.S (6500 SPID, Ste 25): Too close to Haas Middle school; dangerous traffic already a concern. AGENDA MEMORANDUM Public Hearing and First Reading Ordinance for the City Council Meeting of September 24, 2013 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: September 3, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3246 Rezoning from Multifamily and Single-Family with Island Overlays To Multifamily with an Island Overlay and a Planned Unit Development Overlay For Doug Shaw Property Address: 15013 - 15029 Leeward Drive and 15022 Aruba Drive CAPTION: Case No. 0813-04 Doug Shaw: A change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay. The property is described as Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, located between Aruba and Leeward Drives, approximately 200 feet south of Running Light Drive. PURPOSE: The purpose of this item is rezone the subject property to allow 23 townhomes as part of a Planned Unit Development. RECOMMENDATION: Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to the following 10 conditions. 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 23 townhouse units and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.83 dwelling units per acre. 3. Building Height: The maximum height of structures within the Property is 30 feet. 4. Parking: The property must have a minimum of 46 standard parking spaces (9 feet wide by 18 feet long) and six parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback shall be 10 feet along Leeward Drive and 20 feet along Aruba Drive. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 10, 16 and 22 and a minimum 2.5-foot wide side yard is required for Lots 1 and 9. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 26.5% open space. Any surfaces constructed within the required minimum open space must be constructed of pervious material. 7. Private Street Access: The Property shall provide a private street with a width of not less than 24 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk is required to be constructed along one side of the private street. 9. Dumpster Screening: A minimum seven-foot tall masonry screening wall shall be constructed, maintained, and remain in place around a dumpster located adjacent to a single-family zoned property. 10.Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. BACKGROUND AND FINDINGS: As detailed in the attached Zoning Report, the applicant is requesting a change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay for a 23-unit townhouse development. Planned Unit Developments (PUDs) allow for reasonable deviations from required development standards and allow increased flexibility in project design. The proposed PUD for a townhouse development will deviate from development standards with regards to lot size, lot width, open space, street width, curb type and sidewalk design. The proposed PUD is consistent with the Comprehensive Plan, is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is also suited for the proposed project. ALTERNATIVES: 1. Modify the conditions of the Planned Unit Development; or 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for a tourist use. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital o Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits r; M ti r; I 1 /® , fir, f. b° ✓1 % CITY COUNCIL ZONING REPORT Case No.: 0813-04 HTE No. 13-10000030 Planning Commission Hearing Date: August 28, 2013 c Applicant/Owner: Doug Shaw ° Representative: Naismith Engineering, Inc. E a .L Legal Description/Location: Lots 5 and 14-18, Block 2, Section E, Padre 'Q Q y Island - Corpus Christi, located between Aruba and Leeward Drives, CL o approximately 200 feet south of Running Light Drive. From: "RM-AT/10" Multifamily AT District with an Island Overlay and "RS-6/10" Single-Family 6 District with an Island Overlay a To "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Q Planned Unit Development Overlay Area: 1.29 acres .E Purpose of Request: To allow construction of a 23-unit townhouse io development that deviates from the typical townhouse development standards. Existing Zoning District Existing Land Future Land Use "RM-AT/10" Multifamily AT District with an Island Overlay Site & "RS-6/10" Single-Family 6 Vacant Tourist District with Island Overlay Ca North "RS-6/10" Single-Family 6 Vacant Tourist District with Island Overlay "CR-2/10" Resort Commercial 'c South Vacant Commercial io District with Island Overlay a� East "RM-AT/10" Multifamily AT Medium Density Tourist District with Island Overlay Residential y "RM-AT/10" Multifamily AT w West District with Island Overlay & Medium Density Tourist "CR-1/10" Resort Commercial Residential District with Island Overlay. Area Development Plan: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and is cCL c planned for tourist uses. The proposed rezoning to the "RM-AT/10/PUD" ' Multifamily AT District with an Island Overlay and a Planned Unit a o Development Overlay is consistent with the adopted Future Land Use Plan. Q Map No.: 028025 & 028026 Zoning Violations: None c r Transportation and Circulation: The subject property has 265 feet of CL— frontage on Leeward Drive, which is a "Cl" Minor Residential Collector Street, a and 56 feet on Aruba Drive, which is local residential street. L Zoning Report Case#0813-04 Doug Shaw Page 2 Urban Proposed Existing Traffic Street Transportation Section Section Volume Plan Type O Leeward Minor Residential 60' ROW 100' ROW Not Q Drive Collector 40' paved 60' paved Available Cn L Aruba Drive Local Residential 50' ROW 60' ROW Not 28' paved 36' paved Available Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay for a 23-unit townhouse development. Using a PUD would commit the developer to a site plan that could not be changed significantly without public hearing. Development Plan: The proposed Planned Unit Development (PUD) will consist of 23 single-family townhouse units on a 1.29-acre lot resulting in a density of 17.83 dwelling units per acre. The lots will have a minimum area of 1,380 square feet and a minimum width of 20 feet. Each lot will have direct access to a private two-way street with a minimum width of 24 feet and a five-foot wide sidewalk along one side. The development will contain 52 parking spaces for residents and guests. Each unit will be provided two parking spaces and six parallel parking spaces will be provided for guests. The development will maintain 26.5% open space. The development will provide for common open space with amenities such as a swimming pool. The following table is a comparison of the proposed development standards of the PUD and the Unified Development Code (UDC) standards for the "RS-TH" Townhouse District. The table shows all necessary deviations from the UDC. Minimum Dimensions "RS-TH"District Standards Proposed PUD Deviation Site Area 20,000 SF 55,998 SF No Lot Area 2,600 SF 1,380 SF Yes Dwelling Unit Width 26 ft. 20 ft. Yes Front Yard 10 ft. 20 ft. No Side Yard 0 ft. 0 ft. No Rear yard 5 ft. 5 ft. No Building Separation 10 ft. 10 ft. No Open Space 30% 26.5% Yes Maximum Height 45 ft. 30 ft. No Paved Street Width 28 ft. 24 ft. Yes Curb Type 6-in. curb & gutter 2-ft. ribbon curb Yes Parking Requirement 2.2/lot 2.2/lot (52 total) No Sidewalks 5 ft. on both sides or 6 ft. on 5 ft. on one side of Yes one side of street street Zoning Report Case#0813-04 Doug Shaw Page 3 Existing Land Uses & Zoning: The subject property contains undeveloped platted lots zoned "RM-AT/10" Multifamily AT District with an Island Overlay and "RS-6/10" Single- Family 6 District with an Island Overlay. North of the subject property is "RS-6/10" Single-Family 6 District with an Island Overlay. South of the subject property is vacant land zoned "CR-2/10" Resort Commercial District with an Island Overlay. East of the subject property are townhouses, zoned "RM-AT/10" Multifamily AT District with an Island Overlay. West of the subject property is vacant, zoned "RM-AT/10" Multifamily AT District with an Island Overlay and "CR-2/10" Resort Commercial District with an Island Overlay. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is located within the boundaries of the Mustang-Padre Island ADP and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for a tourist use. The proposed rezoning is also consistent with the following polices of the Comprehensive Plan: • Planned Unit Development and other creative land planning techniques should be encouraged (Residential K, Policy Statement). • Tourist-oriented business and development will continue to be encouraged and promoted by all agencies of the City as illustrated on the Future Land Use Map. This includes commercial ventures, condominiums and resorts, fishing and outdoor recreation facilities, and recreational vehicle parks (Policy Statement B.2). • The City will continue to protect residential neighborhoods from encroachment of non-residential uses unless the negative effects of the non-residential uses are eliminated or significantly mitigated (Policy Statement B.13) Plat Status: The subject property is currently platted and will be re-platted in accordance with the Master Site Plan. Department Comments: • This rezoning is consistent with the Comprehensive Plan. • This rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. • The subject property is suitable for the uses proposed by this rezoning. • This PUD utilizes decreased lot sizes, lot widths, open space requirements, sidewalk width and street width, while maintaining the required site area, building height, and building separation. • The subject property consists of six platted lots with infrastructure already in place. Infill development should be encouraged at this site. PUDs allow flexibility for attractive, efficient design and can often reduce infrastructure installation and maintenance costs to the city. PUDs can encourage development on difficult sites. Zoning Report Case#0813-04 Doug Shaw Page 4 Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay and "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM- AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to the following 10 conditions: 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 23 townhouse units and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.83 dwelling units per acre. 3. Building Height: The maximum height of structures within the Property is 30 feet. 4. Parking: The property must have a minimum of 46 standard parking spaces (9 feet wide by 18 feet long) and six parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback shall be 10 feet along Leeward Drive and 20 feet along Aruba Drive. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 10, 16 and 22 and a minimum 2.5-foot wide side yard is required for Lots 1 and 9. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 26.5% open space. Any surfaces constructed within the required minimum open space must be constructed of pervious material. 7. Private Street Access: The Property shall provide a private street with a width of not less than 24 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk is required to be constructed along one side of the private street. 9. Dumpster Screening: A minimum seven-foot tall masonry screening wall shall be constructed, maintained, and remain in place around a dumpster located adjacent to a single-family zoned property. 10.Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. Zoning Report Case#0813-04 Doug Shaw Page 5 0 Number of Notices Mailed: 215 within 200' notification area; 3 outside notification area As of September 3, 2013: z0 In Favor — 2 (inside notification area); 0 (outside notification area) In Opposition — 2 (inside notification area); 0 (outside notification area) 3 a For 0.095% in opposition. Exhibits: A. Location Map (With Zoning & Notice Area) B. Master Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2013\0813-04 PUD Leeward Bay\Council Docs\Zoning Report Doug Shaw_0813-04.docx lJ R 7 Ij i 5g w ,a y r � r R p pp r pp r o �✓'r' d f pR � R SUBJECT PROPERTY 5 V1w * 1 4 ` » » P Y ^ ,.w / ' 8 o i� 1 r."'� ✓� p r" Jll � rR .� d" I J Y PJ 'rte tiR "R d P r R° kwoled rR La F CASE: 0813-04 �F�R+LiP avR 5rtrwua?�R ° ,,,w"..� F k» r7wrumR�Nl uBu�Ymm✓�U?rn ZONING & NOME AREA "m- multJlrMMe me All LUgM Ri dus.aii al P,M-2 91 Mwevy hvJuiw7uW �'- RMMU i ulPo II+MRt�uihy:b FUD planned Un:m DAY,0 vol loyr oPoY� Rwaml ruu nMSNwwmu,n S-00 ��MN'914Fandr{y14) �P �� rTY NUM,4,!W,Wrlfe inkly AT P%4 M 041.1 fgflghjllm h00 rl C,eex nevriM R:54,M,alnn9w Family 4 S 6mUY',2 MugM mm'y6'MJrmg'&40 M.'M'Nn'M�rtMhn»»,:9�Q»I X494, 'TWO-Mm mkly' ,�?, n,�o"I RawMrnMU U"woo.OfflMU R'E wrM, IS c `, lCR{M Rwmnrt SIC ommeirtnl RE RoNwewmd4M F11.Mpple C4,M Ckmw S Y;,o mnb4Umrl ,�,,,,,,,,. _-wuMrv� a✓,+sRm�_. •io �mM-mFR TamMwr�iMManr cra'M e4/1,044R^rrmnio"w;Mwrl ;; %pNmlMk'f"nlmM >Ujea°NMO1+M»inYl ,malTiMevwUmm,NMY tlM,pAN IR'Frer�wln�:MUrrmroaM�MRrmwnm .� ,. CR y U4mur»w1 CommmiWaP Fp Fwant RmarM 4hfPo-mM Nmlvl:✓yvm lwy M" �F^' Fl�rm he rau^ PM °Yd' d, 0 —Ede D A.iIN fY;�OfJ'N'c i(,Pr PYiCTr � �.VM-T'�J'N. uM rsdv MVO p9 4i» 1 nbeff LV (nWA Chrristil n> qyr erti YHJ'�,d tlrNl �W.nro EXHIBIT A Planned Unit Development for: Leeward Bay I W d 7 i i n- c c:' Fy Padre I , Corpus Christi, Texas Doug Shaw Submitted By: Naismith Engineering, Inc. South Texas Prime i r , Inc. 4501 Gollihar Road 15217 S. Padre Island Drive Suite 201 Corpus Christi, TX 78411 Corpus Christi, TX 78418 TBPE F-355 Engineer: Craig B. Thompson, P.E. Designer: Jon Hall Na ism ith E ng i neeri ng,Inc ARCHITECrUREN ENGINEERING N ENVIRONMENTAILE SURVEYING 4501 Gollihar Road.Corpus Christi,TM 78411 ■ 800-677-2831 361-814-9900 Fax 361-814-4401 ■ naismith-engineering.com EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) table of contents location map 2 general info 3 adjacent zoning 3 property description 4 deviations table I leeward bay 5 development guidelines I leeward bay 5 lot layout I leeward bay 6 open space layout I leeward bay 7 vehicular / pedestrian access I leeward bay 8 preliminary plat I leeward bay 9 location map r � irr 1 + Dui m N, i i naismith engineering, inc. ■ planned unit development: lees+ard.� ui q mw� i �ululouuuuuuuu�uuuc�u�moo»>��������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) general info adjacent zoning The Planned Unit Development for Leeward Bay consists The area around Leeward Bay has a variety of different of a Re-Plat of Lots 5, & 14-18 Padre Island-Corpus Christi existing zoning designations. The properties to the west, Section E, Block 2 between Aruba Dr. and Leeward Dr. on across Aruba, are zoned CR-1/I0. The area adjacent to Padre Island. This development will be non-gated with Lot 5 to the North is zoned RM-AT/IO while the property to attached single-family units. the North of lot 14 is RS-6/I0. All of the property across Leeward Drive from lots 14-18 is designated RM-AT/IO and Leeward Bay will be a Re-Plat of Lots 5 & 14-18 into 25 the property South of lot 18 is currently zoned CR-2/I0. lots of which 23 will be Single Family Residential Units and 2 will be Common Area lots. The property sits on 1.29 acrea of vacant land and lots 14, 15 & 18 are zoned RM-AT/IO while lots 5, 16 & 17 are zoned RS-6/I0. The Future Land Use plan designates this area as`Tourist'as well. / y= "; p �I^Va tlrJ& 7.h ro�Y —" y � { n, , Ru AT RM AT � N RFA F B'6"/ ISLES "� " Sm '`"�,u�A!'"''M' a, " f,. , I z r r / naismith engineering, inc. ■ planned unit development: leesa,rd,.��lllr grfmw0 l gguiuiollllliili a iucluimvv»%1���)))»lolllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) property description Leeward Bay is a 1.29 acre tract of Land between Aruba This Planned Devlopments fit with the existing Dr. and Leeward Dr. Existing zoning on the property is a characteristics of the surrounding properties and will fit mix of RM-AT/IO and RS-6/IO with a similar future land with the culture of Padre Island. use designation of Tourist'. This portion of land is also located in Zone A13 EL 9 per the Flood Insurance Rate Map. 1, 8 t z r naismith engineering, inc. ■ planned unit development: lees+ard""-� iu r�ym�aJ ui �uiuiouuuuuuuu�uuuc�u�moo»>��������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) l////.f//!J//////////U/ °/i/mIIIIIIIIIIWI�IWNF1001➢�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�MII���IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Z a O J � O —ai Z t0 O v � F� ai q p a a)i' � a) O a Q ai a > O -O V�N aJ T LO R U 'm Q 0! u v O ai. 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LL °Gh m m m a;r4mw �� 3 m am Agar w <So£w�n<om�azY�< a p W aQ I a w a w tw � a� O a� m m c u� Ordinance amending the Unified Development Code ("UDC"), upon application by Doug Shaw ("Owner"), by changing the UDC Zoning Map in reference to Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay and the "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Doug Shaw ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, August 28, 2013, during a meeting of the Planning Commission, and on Tuesday, September 24, 2013, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Doug Shaw ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 5 and 14-18, Block 2, Section E, Padre Island - Corpus Christi (the "Property"), located between Aruba and Leeward Drives, approximately 200 feet south of Running Light Drive, from the "RM-AT/10" Multifamily AT District with an Island Overlay and "RS-6/10" Single-Family 6 District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay (Zoning Map No. 028025 & 028026), as shown in Exhibit "A" "B," and Exhibit "C." Exhibit A, which is a location map pertaining to the Property, Exhibit B, which is the master site plan ("Master Site Plan"), and Exhibit C, which is the subdivision plat ("Plat"), are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Planned Unit Development Overlay granted in Section 1 of this ordinance is subject to the following 10 conditions: 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 23 townhouse units and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.83 dwelling units per acre. 3. Building Height: The maximum height of structures within the Property is 30 feet. 4. Parking: The property must have a minimum of 46 standard parking spaces (9 feet wide by 18 feet long) and six parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback shall be 10 feet along Leeward Drive and 20 feet along Aruba Drive. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 10, 16 and 22 and a minimum 2.5-foot wide side yard is required for Lots 1 and 9. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 26.5% open space. Any surfaces constructed within the required minimum open space must be constructed of pervious material. 7. Private Street Access: The Property shall provide a private street with a width of not less than 24 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk is required to be constructed along one side of the private street. 9. Dumpster Screening: A minimum seven-foot tall masonry screening wall shall be constructed, maintained, and remain in place around a dumpster located adjacent to a single-family zoned property. 10. Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. Page 2 of 3 0813-04 Ordinance, Doug Shaw 9-5-2013 SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 7. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Page 3 of 3 0813-04 Ordinance, Doug Shaw 9-5-2013 � rvn -AG T �. r 7`7- ( I p e^.. ��.,� '•. SUBJECT r �R- 9 � C-."..�� oaf m'" �-,• 10 CR „ a 10 �,,,,..."" s � '".--• '� ���� # "" Via' ...................w' � r` lr.1w . ^ 10 r 7 ce rr rrP�eparadB :say R �. d}aTFe f� �f -. r��1� �aaref gy.f.ARFYYF . °.r•... �aaprraent Servocaes CASE: 0813-04 re SUBJECT PROPERTY WITH ZOP"VIN Subject � PROPS UY RM-1 Mauptltamily 1 IL Light Industrial RMt-2 Mu ptpfntnply 2' IH d-0ecrosa'ry'industrial RM-3 MultmfamlYy 3 PUD Planned Urin Dev,.oYefl a'y G ON Pra9essionai 01fice RS-10 Single-Family 10 � RMN-AT MU i0farnnily AT RS.-6 'Single-FarmIry6 CH-1 Nellglh6erhoodCommercial RS-05 Single-family 4.5 �e CN-2 NeYghborhoad Conamerc Yal RS-7F Two-FannlPy ",..•,,.. rs. CR•1. Resort Crammercial RS-1...5 Single-Fai..mily'15 CR•2 Resot,Co. MercYaY RE Resndenliall Eelate CG-1 Gencial Commercial R'S-'PM',Townhouse CC,-2 General Conn meratlall SR Special Permit C.I Intensive CommereYal RV Recreationall Vehicle Park. a COD Downtown CommetoYaY' RM H Wnirrfucl'ured.Home 'tik' CR-3 Resort Can'marclal p FR. Farm Rural "'"., 4 x RY of H HlstorloOV00aay v Corpus Business Park [.L7 AITj.O.N M�9A1P` Christli. EXHIBIT A Planned Unit Development for: Leeward Bay I W d 7 i i n- c c:' Fy Padre I , Corpus Christi, Texas Doug Shaw Submitted By: Naismith Engineering, Inc. South Texas Prime i r , Inc. 4501 Gollihar Road 15217 S. Padre Island Drive Suite 201 Corpus Christi, TX 78411 Corpus Christi, TX 78418 TBPE F-355 Engineer: Craig B. Thompson, P.E. Designer: Jon Hall Na ism ith E ng i neeri ng,Inc ARCHITECrUREN ENGINEERING N ENVIRONMENTAILE SURVEYING 4501 Gollihar Road.Corpus Christi,TM 78411 ■ 800-677-2831 361-814-9900 Fax 361-814-4401 ■ naismith-engineering.com EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) table of contents location map 2 general info 3 adjacent zoning 3 property description 4 deviations table I leeward bay 5 development guidelines I leeward bay 5 lot layout I leeward bay 6 open space layout I leeward bay 7 vehicular / pedestrian access I leeward bay 8 preliminary plat I leeward bay 9 location map r � irr 1 + Dui m N, i i naismith engineering, inc. ■ planned unit development: lees+ard.� ui q mw� i �ululouuuuuuuu�uuuc�u�moo»>��������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) general info adjacent zoning The Planned Unit Development for Leeward Bay consists The area around Leeward Bay has a variety of different of a Re-Plat of Lots 5, & 14-18 Padre Island-Corpus Christi existing zoning designations. The properties to the west, Section E, Block 2 between Aruba Dr. and Leeward Dr. on across Aruba, are zoned CR-1/I0. The area adjacent to Padre Island. This development will be non-gated with Lot 5 to the North is zoned RM-AT/IO while the property to attached single-family units. the North of lot 14 is RS-6/I0. All of the property across Leeward Drive from lots 14-18 is designated RM-AT/IO and Leeward Bay will be a Re-Plat of Lots 5 & 14-18 into 25 the property South of lot 18 is currently zoned CR-2/I0. lots of which 23 will be Single Family Residential Units and 2 will be Common Area lots. The property sits on 1.29 acrea of vacant land and lots 14, 15 & 18 are zoned RM-AT/IO while lots 5, 16 & 17 are zoned RS-6/I0. The Future Land Use plan designates this area as`Tourist'as well. / y= "; p �I^Va tlrJ& 7.h ro�Y —" y � { n, , Ru AT RM AT � N RFA F B'6"/ ISLES "� " Sm '`"�,u�A!'"''M' a, " f,. , I z r r / naismith engineering, inc. ■ planned unit development: leesa,rd,.��lllr grfmw0 l gguiuiollllliili a iucluimvv»%1���)))»lolllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) property description Leeward Bay is a 1.29 acre tract of Land between Aruba This Planned Devlopments fit with the existing Dr. and Leeward Dr. Existing zoning on the property is a characteristics of the surrounding properties and will fit mix of RM-AT/IO and RS-6/IO with a similar future land with the culture of Padre Island. use designation of Tourist'. 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Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV@cctexas.com (361) 826-3246 Rezoning from Multifamily with an Island Overlay to Multifamily with an Island Overlay and a Planned Unit Development Overlay For Doug Shaw and Jill Shaw Property Address: 15038, 15034, and 15030 Aruba Drive CAPTION: Case No. 0813-05 Doug Shaw and Jill Shaw: A change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay. The property is described as Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, located along the east side of Aruba Drive, approximately 175 feet west of Leeward Drive. PURPOSE: The purpose of this item is to rezone the subject property to allow 14 townhomes as part of a Planned Unit Development. RECOMMENDATION: Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to the following 10 conditions. 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 14 townhouse units and common area amenities and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.72 dwelling units per acre. 3. Building Height: The maximum height of any structure on the Property is 30 feet. 4. Parking: The property must have a minimum of 28 standard parking spaces (9 feet wide by 18 feet long) and four parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback along Aruba Drive shall be 20 feet. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 5 and 7. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 37% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 7. Private Street Access: The property shall provide a one-way private street with a width of not less than 20 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk shall be constructed along one side of the private street. 9. Dumpster Screening: A minimum six-foot tall screening fence shall be constructed, maintained, and remain in place around a dumpster placed in the street yard. 10.Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. BACKGROUND AND FINDINGS: As detailed in the attached Zoning Report, the applicant is requesting a change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay for a 14-unit townhouse development. Planned Unit Developments (PUDs) allow for reasonable deviations from required development standards and allow increased flexibility in project design. The proposed PUD for a townhouse development will deviate from development standards with regards to lot size, lot width, street width, curb type and sidewalk design. The proposed PUD is consistent with the Comprehensive Plan, is compatible with the surrounding developments, and would not have a negative impact on surrounding properties. The subject property is also suited for the proposed project. ALTERNATIVES: 1. Modify the conditions of the Planned Unit Development; or 2. Deny the request OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for a tourist use. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Planning/Environmental Services, Legal, and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Z Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Aerial Overview Map Zoning Report with Attachments Ordinance with Exhibits �/ i � / „� � � '�� f� ((� iV„o / i ��, i /��"/� l � (fir//�� %i%i/i/111 �% � r/ //� � o ' 1� � � w f// � ���'� , � u �* // � / /� �/ �`� f� � ���//�111I�V�%, � 41I iii lr� ^h � //; ,%/ �� 1�, �'i'-. � �//iii i ���%�/�o �%� i {r, / z�,� w oi�i�// / Jl i„ i� /i ���N r /,i 1�// � �i� �j�%��j/ �i� � � Q 6 i�/i "'��a�� �/�//j 1-; 'f I lug,�'� � i�dNb i / � ��y;�/ �� Ill lii� w�p�i F� � j'/ j I V� �,;" r �� i � ”: //, � �, �; �, �� � r� „ ,�; �, bra � �� �, �� ' � �� " ,,,ie ;, � ' �' � t a + ' � , ; �' � „ �,�„//' r: �; ��%��� y �/% %f, 1 � �'� `��! �, �� � ; � ,,, o r li, 1 /� ' 'z� �r ,, � �`f wu ,� a;� /' r, f i �,q �} li ��� t �l. 17f� CITY COUNCIL ZONING REPORT Case No.: 0813-05 HTE No. 13-10000024 Planning Commission Hearing Date: August 28, 2013 Applicant/Owner: Doug Shaw and Jill Shaw Representative: Naismith Engineering, Inc. 0 0.a Legal Description/Location: Lots 1-3, Block 2, Section E, Padre Island - a J U Corpus Christi, located along the east side of Aruba Drive, approximately CL,a U) Q 0 175 feet west of Leeward Drive. From: "RM-AT/10" Multifamily AT District with an Island Overlay y To: "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and .� Planned Unit Development Overlay io r Area: 0.79 acres Purpose of Request: To allow a 14-unit townhouse development that deviates from the typical townhouse development standards. Existing Zoning District Existing Land Future Land Use Use "RM-AT/10" Site Multifamily AT with an Vacant Tourist Island Overlay "RM-AT/10" North Multifamily AT with an Vacant Tourist Island Overlay "CR-1/10" Resort Vacant & Low c M South Commercial District with Density Tourist N an Island Overlay Residential c J "RM-AT/10" Multifamily AT with an Island Overlay & Tourist & w East "CR-2/10" Resort Vacant Commercial Commercial District with an Island Overlay "CR-1/10" Resort West Commercial District with Vacant Tourist & an Island Overlay Commercial Area Development Plan: The subject property is located within the boundaries of the Mustang-Padre Island Area Development Plan and is cCL c planned for tourist uses. The proposed rezoning to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit a o Development Overlay is consistent with the adopted Future Land Use Plan. Q > Map No.: 029028 Zoning Violations: None Zoning Report Case#0813-05 Doug&Jill Shaw Page 2 c Transportation and Circulation: The subject property is approximately CL.0 175 feet west of Leeward Drive, which is a "Cl" Minor Residential Collector street, and has approximately 265 feet of frontage along Aruba Drive, which is a local residential street. Urban Proposed Existing Traffic p Street Transportation Plan Section Section Volume a Type L 50' ROW 60' ROW Not Aruba Drive Local Residential 28' paved 36' paved Available Cn Staff Summary: Requested Zoning: Requested Zoning: The applicant is requesting a rezoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay for a 14-unit townhouse development. Using a PUD would commit the developer to a site plan that could not be changed significantly without public hearing. Development Plan: The proposed Planned Unit Development (PUD) will consist of 14 single-family townhouse units on a 0.79-acre site resulting in a density of 17.72 dwelling units per acre. The lots will have a minimum area of 1,380 square feet and a minimum width of 20 feet. Each lot will have direct access to a private one-way street with a minimum width of 20 feet and a five-foot wide sidewalk along one side. The development will contain 32 parking spaces for residents and guests. Each unit will be provided two parking spaces and four parallel parking spaces will be provided for guests. The development will maintain 37% open space. The development will provide common open space with amenities such as a swimming pool. The following table is a comparison of the proposed PUD development standards and the Unified Development Code (UDC) standards for the "RS-TH" Townhouse District. The table states all necessary deviations from the UDC. Minimum Dimensions "RS-TH"District Standards Proposed PUD Deviation Site Area 20,000 SF 34,998 SF No Lot Area 2,600 SF 1,380 SF Yes Dwelling Unit Width 26 ft. 20 ft. Yes Front Yard 10 ft. 10 - 20 ft. No Side Yard 0 ft. 0 ft. No Rear Yard 5 ft. 5 ft. No Building Separation 10 ft. 10 ft. No Open Space 30% 37% No Maximum Height 45 ft. 30 ft. No Paved Street Width 28 ft. 20 ft. Yes Curb Type 6-in. curb &gutter 2-ft. ribbon curb Yes Parking Requirement 2.2/lot 2.2/lot (32 total) No 5 ft. on both sides or 6 ft. on 5 ft. on one side of Sidewalks one side of private street private street Yes Zoning Report Case#0813-05 Doug&Jill Shaw Page 3 Existing Land Uses & Zoning: The subject property contains undeveloped platted lots zoned "RM-AT/10" Multifamily AT District with an Island Overlay. North of the subject property is vacant land zoned "RM-AT/10" Multifamily AT District with an Island Overlay. South of the subject property is vacant and low density residential uses zoned "CR- 1/10" Resort Commercial District with an Island Overlay. East of the subject property is vacant land zoned "RM-AT/10" Multifamily AT District with an Island Overlay and "CR- 2/10" Resort Commercial District with an Island Overlay. West of the subject property is vacant land zoned "CR-1/10" Resort Commercial District with an Island Overlay. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Comprehensive Plan & Area Development Plan (ADP) Consistency: The subject property is located within the boundaries of the Mustang-Padre Island ADP and the proposed rezoning is consistent with the adopted Future Land Use Plan, which slates the property for a tourist use. The proposed rezoning is also consistent with the following polices of the Comprehensive Plan: • Planned Unit Development and other creative land planning techniques should be encouraged (Residential Policy Statement K). • Tourist-oriented business and development will continue to be encouraged and promoted by all agencies of the City as illustrated on the Future Land Use Map. This includes commercial ventures, condominiums and resorts, fishing and outdoor recreation facilities, and recreational vehicle parks (Policy Statement B.2). • The City will continue to protect residential neighborhoods from encroachment of non-residential uses unless the negative effects of the non-residential uses are eliminated or significantly mitigated (Policy Statement B.13). Plat Status: The subject property is currently platted and will be re-platted in accordance with the Master Site Plan. Department Comments: • The proposed rezoning is consistent with the Comprehensive Plan. • The proposed rezoning is compatible with the present zoning and conforming uses of nearby properties and to the character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. • The subject property is suitable for the uses proposed by this rezoning. • This PUD utilizes decreased lot sizes, lot widths, sidewalk width, and street width, while maintaining the required site area, building height, open space and building separation. • The subject property consists of three platted lots with infrastructure already in place. Infill development should be encouraged at this site. PUDs allow flexibility for attractive, efficient design and can often reduce infrastructure installation and maintenance costs to the city. PUDs can encourage development on difficult sites. Zoning Report Case#0813-05 Doug&Jill Shaw Page 4 Planning Commission and Staff Recommendation (August 28, 2013): Approval of the change of zoning from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay, subject to the following ten conditions: 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 14 townhouse units and common area amenities and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.72 dwelling units per acre. 3. Building Height: The maximum height of any structure on the Property is 30 feet. 4. Parking: The property must have a minimum of 28 standard parking spaces (9 feet wide by 18 feet long) and four parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback along Aruba Drive shall be 20 feet. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 5 and 7. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 37% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 7. Private Street Access: The property shall provide a one-way private street with a width of not less than 20 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk shall be constructed along one side of the private street. 9. Dumpster Screening: A minimum six-foot tall screening fence shall be constructed, maintained, and remain in place around a dumpster placed in the street yard. 10.Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. Zoning Report Case#0813-05 Doug&Jill Shaw Page 5 Number of Notices Mailed — 39 within 200' notification area; 3 outside c>s notification area As of September 3, 2013: z° In Favor — 0 (inside notification area); 0 (outside notification area) In Opposition — 0 (inside notification area); 0 (outside notification area) B a For 0.00% in opposition. Exhibits: A. Location Map (With Existing Zoning & Notice Area) B. Master Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2013\0813-05 Doug&Jill Shaw(Smugglers Cove PUD)\Council Docs\Zoning Report Doug Jill Shaw 0813-05.docx R S 6 �n ��� R I0 RS - 10 p 28 l"2 3 4 12 7 r 25 _ 9 24�" � ►r, 'I3 t N L£ *+ PRPE CR- 2 CR. 23 10 27 "'C R 2 La „� R1 T pIIC► L7 ct XN .-C area'" '0131 0 400 " An, �i�re,.o�y�e tARRYF rn feet Department tr £Je a prrea �e'"rvices CASE: 0813-05 ZONING & NOTICE AREA 1q A R'M,y-1 M,tuitifannily 1 IL Light Industrial RMdV'-2 MrPoulltilamnilly 2 Vit Heavy Industrial S�J�.I� '�-.'"'""f• RM�b-3 M ult6tamnilyr 3 PUU Planned Unit Erev.Overlay ON Pr'olessional Office RS.-16 Slingle-'Fam ny 10 PROP TY RMri-AT MrYultilarmily AT RS4 Single-Falmllry 6 CN-1 NeilrgIhborhood ComrormercW R'S-4.5 Single-Family 4.5 CN-2. Neighborhood Commercial RS-TF TWo-'Ram7illy CR-1 Resort Commercial IRS-15 Single-Family IS � CR-2 Resort Commercial RE Residential Estate CG-1 CemeraN Crnrmrmerc..faR RS-TM Townhouse _....-4vtnrr�C.ma CG-2 w. eneral Commercial SP� SPeclal Permll Cl Ihmternsive Commercial 'RV Recreational Vehicle Park ClElfs Downtown Comromuercilal RM H Mwlanutactured Home CR-3 Resort Corn'arercial FR IFarlrm Rural H Hilstorle overlay ISP 'Business Park 4p ® 5¢aPareerd3ra,mer'dr CJrnrrer.r ac City of tr oth'?r O'buff& V rn hrVoy �� Cot-pus ,"oen rtr , LOCATION MAP Christi Planned Unit Development for: Smuggler's Cove I d 7 "JllD�il�lrD,i 7� �! I i n- c c:' Padre Island, Corpus Christi, Texas Doug Shaw ii iiii I'll Submitted By: Ill aiiisimiiith 11w::,'iirigi'ii'iirieeiiriiiiing, Iiinc South "'I°"e as 114 iiriiirmme IlC esiii iii Giiroullp, ;Iiin 4501 Gollihar Road 15217 S. Padre Island Drive Suite 201 Corpus Christi, TX 78411 Corpus Christi, TX 78418 TBPE F-355 Engineer: Craig B. Thompson, P.E. Designer: Jon Hall Na ism ith E ng i neeri ng,Inc ARCHITECrUREN ENGINEERING N ENVIRONMENTAILE SURVEYING 4501 Gollihar Road.Corpus Christi,TM 78411 ■ 800-677-2831 361-814-9900 Fax 361-814-4401 ■ naismith-engineering.com EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) talblII e of cointeints location map 2 general info 3 adjacent zoning 3 property description 4 deviations table 5 development guidelines 5 lot layout 6 open space layout 7 vehicular / pedestrian access 8 preliminary plat 9 lbcatlbin r �J + �r� f , + Y + r � T p y� 4 u a nalsmlth en lneering„ inc. ■ planned unit development: smuggler' � i iiii 9 u��uuuiuuuuyy������x��iul������o»�o������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) geiineiiiralII Iiin"fo adl,,jaceint zoinliing The Planned Unit Development for Smuggler's Cove The area around Smugglers Cove has a variety of different consists of a Re-Plat of Lots 1-3 on Block 2, Padre Island- existing zoning designations. The properties to the Corpus Christi Section E, along Aruba Dr. on Padre Island. westand south, across Aruba are zoned CR-1/I0. The This development will be non-gated with attached single- adjacent area to the North is zoned RM-AT/IO while the family units. property to the East is CR-2/I0. Smugglers Cove will be a Re-Plat of lots 1-3 into 16 lots consisting of 14 Single Family Units and 2 Common Area lots. The property sits on 0.79 acres of vacant land and and has an existing zoning of RM-AT/I0. The Future Land Use plan designates this area as Tourist. R111 AT F v d i i e f Vc i °�I Hid Bt'' 'gar R Al)l S, .. ? RM.,AT �°RI:,�T 6 r Y r V N''WI1 '41 p^. Y ' o w 1" p J " s ar r n r r r ,., D � .,. ..,_, �u. r i o � I 1' nalsmltlh en lneering„ ins:. ■ planned unit development: smuggler' i iiii 9 u��uuuiuuuuyy������x��iu�������o»�o������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) IIII mm IIII mmiiii IIII IIII iiiii The Planned Unit Development for Smuggler's Cove This devlopment fits with the existing characteristics of the consists of a Re-Plat of Lots 1-3 Block 2, Padre Island- surrounding properties and will fit with the culture of Padre Corpus Christi Section E. Island. Smugglers Cove is a 0.79 acre tract of land along Aruba Dr. The existing zoning on the property is RM-AT/IO with a Tourist'designation on the Future Land Use Plan for the City of Corpus Christi. According to the Flood Insurance Rate Map (FIRM), this property is in Zone A13 EL 9. 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UR, CD _^ IN H A oNrrW m �ea 'O c u <m � q�@ m5< o.SFF r:ri O e:: w w <Al F <A1 � <Al m Q. W Ordinance amending the Unified Development Code ("UDC"), upon application by Doug Shaw and Jill Shaw ("Owners"), by changing the UDC Zoning Map in reference to Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi, from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Doug Shaw and Jill Shaw ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, August 28, 2013, during a meeting of the Planning Commission, and on Tuesday, September 24, 2013, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Doug Shaw and Jill Shaw ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lots 1-3, Block 2, Section E, Padre Island - Corpus Christi (the "Property"), located along the east side of Aruba Drive, approximately 175 feet west of Leeward Drive, from the "RM-AT/10" Multifamily AT District with an Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with an Island Overlay and a Planned Unit Development Overlay (Zoning Map No. 029028), as shown in Exhibit "A," "B," and "C." Exhibit A, which is a location map pertaining to the Property, Exhibit B, which is the master site plan ("Master Site Plan"), and Exhibit C, which is the subdivision plat ("Plat"), are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Planned Unit Development Overlay granted in Section 1 of this ordinance is subject to the following 10 conditions: 1. Master Site Plan: The Owners shall develop the Property in accordance with the Master Site Plan as shown in Exhibit B and the Plat as shown in Exhibit C. The development of the Property is to consist of 14 townhouse units and common area amenities and shall be constructed in one phase. 2. Dwelling Units per Acre: The density of dwelling units on the Property shall not exceed 17.72 dwelling units per acre. 3. Building Height: The maximum height of any structure on the Property is 30 feet. 4. Parking: The property must have a minimum of 28 standard parking spaces (9 feet wide by 18 feet long) and four parallel parking spaces (8 feet wide by 20 feet long). Parking is prohibited within the private street and pedestrian walkways. 5. Setbacks and Lot Width: Minimum setback along Aruba Drive shall be 20 feet. Minimum 20-foot wide front yard setbacks shall be provided for each lot along the private street. Minimum rear yard setbacks for all lots shall be five feet. Minimum building separation between unattached townhouse units shall be 10 feet. Minimum five-foot wide side yard is required along Lots 5 and 7. Minimum width for townhouse lots shall be 20 feet. 6. Open Space: The Property must maintain a minimum of 37% open space. Any surfaces constructed within the required open space must be constructed of pervious material. 7. Private Street Access: The property shall provide a one-way private street with a width of not less than 20 feet. The private street shall be striped to indicate "Fire Lane/No Parking." 8. Pedestrian Access: A minimum five-foot wide sidewalk shall be constructed along one side of the private street. 9. Dumpster Screening: A minimum six-foot tall screening fence shall be constructed, maintained, and remain in place around a dumpster placed in the street yard. 10.Time Limit: Construction of the development shall commence within 24 months from the date this modified Planned Unit Development ordinance is approved by the City Council. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 7. Publication shall be made in the City's official publication as required by the City's Charter. 0813-05 Ordinance, Doug Shaw Jill Shaw 9-5-2013 Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor 0813-05 Ordinance, Doug Shaw Jill Shaw 9-5-2013 Page 3 of 3 ° Na, d rim wr a " „� o n RS - 6` �' �� * � � �r��� 1¢,, �,', 0 sr tr �u .. q"° ”r B°� r w SUBJECT ` PROPERTY x � //X ��bra wv `M�r w „� ',F k °r' ,r �i� d" V` R r R Q pJI� P d' i' uM 4P I'd � 17 V* ^yl 0� !� r y y'• s �^�' �1`w P AM 220r� v`N qr 4lG rINrrW gnrdl�N xdjw �raN ro m'grrr^ic- CASE.- 081'3-05 SUBJECT PROPERTY WITH ZONING p'ropen,,Y suit T RM"I NIRH�eI H'M �d,�aM Y lludw hrlaml PRO,PE TY RM-2 WAIMMUIV 7, 14 Heavly 11udwmelrla l H10•3 MwftI0amrllPj 3 P11 D, lPlavIrYl o Irl'ot]Grrp°rr ow°enolly Op4I ka0e4e0001waRopHeao R8-it slrioRe4aamIly`10 H Alf MuITKainittv`,AT iMR�� �YaSM�de�Ma�enlM�t 0, µ� CWT Nrer Hbaw4m ed ComatmuNuc:dekl tRS4.5 SInglrr-FMRIIIiW 45 --_.. .....H007TIVIAP .®.. radl.2 !NoIgtllraarw'Mad Comi,nercIM AS-If '7�40,F&InId;ryr , OR ,i tMtAarmCeoamer RaiA •N� .�shgi *4a��rldp`15,, r 9-M '3eneraal Com mherCN18N IRS-IfN ToWnhnuso': CG S. OencrmN fi amrm'arcdml &,P Spec IMI pelIMM 01 11lerrwalu�m�'r+rnrdhelr,rall RV NR&og2 fioi ,1VOI PhmN. BD Do wadwil C R MHi %4'I4j pulad.'Iio emd Hoing C;IR-� MvlsoIN Commercial w H' larm(rnrM MRuulm/d OIly M..'f" H�ci 4'bYMNOtlMe f'kr°^Mlltl.?>y YYm ,,��yy,�w ,,",ryR^ '""n ba H' �iwaellMe e�R i!UI d� L k74.A II N91r A— C.liri it EXHIBIT Planned Unit Development for: Smuggler's Cove I d 7 "JllD�il�lrD,i 7� �! I i n- c c:' Padre Island, Corpus Christi, Texas Doug Shaw ii iiii I'll Submitted By: Ill aiiisimiiith 11w::,'iirigi'ii'iirieeiiriiiiing, Iiinc South "'I°"e as 114 iiriiirmme IlC esiii iii Giiroullp, ;Iiin 4501 Gollihar Road 15217 S. Padre Island Drive Suite 201 Corpus Christi, TX 78411 Corpus Christi, TX 78418 TBPE F-355 Engineer: Craig B. Thompson, P.E. Designer: Jon Hall Na ism ith E ng i neeri ng,Inc ARCHITECrUREN ENGINEERING N ENVIRONMENTAILE SURVEYING 4501 Gollihar Road.Corpus Christi,TM 78411 ■ 800-677-2831 361-814-9900 Fax 361-814-4401 ■ naismith-engineering.com EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) talblII e of cointeints location map 2 general info 3 adjacent zoning 3 property description 4 deviations table 5 development guidelines 5 lot layout 6 open space layout 7 vehicular / pedestrian access 8 preliminary plat 9 lbcatlbin r �J + �r� f , + Y + r � T p y� 4 u a nalsmlth en lneering„ inc. ■ planned unit development: smuggler' � i iiii 9 u��uuuiuuuuyy������x��iul������o»�o������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B-MASTER SITE PLAN REVISION.V2(FINAL) geiineiiiralII Iiin"fo adl,,jaceint zoinliing The Planned Unit Development for Smuggler's Cove The area around Smugglers Cove has a variety of different consists of a Re-Plat of Lots 1-3 on Block 2, Padre Island- existing zoning designations. The properties to the Corpus Christi Section E, along Aruba Dr. on Padre Island. westand south, across Aruba are zoned CR-1/I0. The This development will be non-gated with attached single- adjacent area to the North is zoned RM-AT/IO while the family units. property to the East is CR-2/I0. Smugglers Cove will be a Re-Plat of lots 1-3 into 16 lots consisting of 14 Single Family Units and 2 Common Area lots. The property sits on 0.79 acres of vacant land and and has an existing zoning of RM-AT/I0. The Future Land Use plan designates this area as Tourist. R111 AT F v d i i e f Vc i °�I Hid Bt'' 'gar R Al)l S, .. ? RM.,AT �°RI:,�T 6 r Y r V N''WI1 '41 p^. Y ' o w 1" p J " s ar r n r r r ,., D � .,. ..,_, �u. r i o � I 1' nalsmltlh en lneering„ ins:. ■ planned unit development: smuggler' i iiii 9 u��uuuiuuuuyy������x��iu�������o»�o������ouuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu EXHIBIT B—MASTER SITE PLAN REVISION.V2(FINAL) IIII mm IIII mmiiii IIII IIII iiiii The Planned Unit Development for Smuggler's Cove This devlopment fits with the existing characteristics of the consists of a Re-Plat of Lots 1-3 Block 2, Padre Island- surrounding properties and will fit with the culture of Padre Corpus Christi Section E. Island. Smugglers Cove is a 0.79 acre tract of land along Aruba Dr. The existing zoning on the property is RM-AT/IO with a Tourist'designation on the Future Land Use Plan for the City of Corpus Christi. According to the Flood Insurance Rate Map (FIRM), this property is in Zone A13 EL 9. 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Q _I Xwm ¢ zG� a ww=w w O n o a LL = <1° ° m>o w J - 'u -w - wQ= LLo °'w a z zw �Q ow w w QLL�� '<u Q=QJ= p=� oQZ mm zoQ wQ° zu a w=wQ o�QZQ�w�wou wo o� =pw-z�ww a wW� Q Qo Q� wQO° <<8o p w� w o Q� wQQQ �� w oQ� ap < p w oI w-� dim i? wi d AGENDA MEMORANDUM oaPOwR,k First Reading Ordinance for the City Council Meeting of September 24, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: August 16, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floyds(a)-cctexas.com 886-2604 Ordinance restricting use of wireless communications while driving CAPTION: Ordinance adding a new section 53-16 of the city code relating to restrictions on use of wireless communications while driving, creating an offense, providing for penalties, providing for severance, providing for publication, and providing for an effective date. PURPOSE: Revisions to the existing City Ordinance are needed in order to curtail the use of cellular phones while driving. BACKGROUND AND FINDINGS: A major part of distracted driving can be linked to the use of cellular devices while driving. Public meetings will be held on August 29 and September 17 to inform the public of this change. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends passing the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance. Ordinance Adding a new section 53-16 of the city code relating to restrictions on use of wireless communications while driving, creating an offense, providing for penalties, providing for severance, providing for publication, and providing for an effective date, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. Chapter 53 of the City of Corpus Christi Code of Ordinances is amended by adding a new Section 53-16 to read: Sec. 53-16. Use of wireless communications while driving. A. Definitions "Hands-free device" means speakerphone capability or a telephone attachment or other piece of equipment, regardless of whether permanently installed in the motor vehicle, that allows use of the wireless communication device without use of either of the operator's hands. "Park or Parked" shall mean for the operator to completely cease movement of a motor vehicle in a lawful manner and location. For purposes of this Section, "Parked" does not include or mean a vehicle stopped in a lane of traffic due to either a lawful traffic control device, or the conditions on the roadway, or traffic congestion patterns then existing. "Wireless communication device" means a device that uses a commercial mobile service, as defined by 47 U.S.C. § 332. B. An operator of a motor vehicle may not use a wireless communication device while operating a motor vehicle within the city limits. C. This section does not apply to an operator of a motor vehicle using a wireless communications device: 1. while the vehicle is parked; 2. that is affixed to the vehicle and used as a global positioning or navigation system; 3. that is used with a hands-free device; 4. who is an operator of an authorized emergency vehicle while acting in an official capacity; 5. who is licensed by the Federal Communications Commission while operating a radio frequency device other than a wireless communication device; or 6. while driving a motor vehicle on private property. C. It is an affirmative defense to prosecution of an offense under this section if a wireless communications device is used to make an emergency call to: (1) an emergency response service, including a rescue, emergency medical, or hazardous material response service; (2) a hospital; (3) a fire department; (4) a health clinic; (5) a medical doctor's office; (6) an individual to administer first aid treatment; or (7) a police department. D. A violation of this Section is a Class C misdemeanor punishable as provided in Section 1-6 of the Code of Ordinances. E. The culpable mental state required by Section 6.02 of the Texas Penal Code is specifically negated and dispensed with and a violation under this subsection is a strict liability offense. F. To the extent that this section conflicts with the Texas Transportation Code, this section does not apply. SECTION 2. If for any reason any section paragraph subdivision clause phrase word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction it shall not affect any other section paragraph subdivision clause phrase word or provision of this ordinance for it is the definite intent of this City Council that every section paragraph subdivision clause phrase word or provision hereof be given full force and effect for its purpose. SECTION 3. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 4. Penalties are as provided in Section 1-6 of the Code of Ordinances. SECTION 5. This ordinance takes effect immediately upon passage. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Go Ok' AGENDA MEMORANDUM • aAPOpA,Ea First Reading Ordinance for the City Council Meeting of September 24, 2013 1852 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: 8/30/2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health AnnetteR @cctexas.com 361-826-7205 Women, Infants and Children (WIC) grant FY 13 Approval of grant amendment to increase funding CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a grant amendment in the amount of $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Woman, Infants, and Children (WIC) Program. PURPOSE: The WIC's Grant amendment allows the Health District division to educate and help improve the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition-related risks. BACKGROUND AND FINDINGS: The special supplemental nutrition program for WIC is a health and nutrition program that improves the diets of infants, children, and pregnant, postpartum, and breastfeeding women who are eligible for the program through low income and nutrition- related risks. This item approves an amendment to the contract with the DSHS to provide services at the Corpus Christi-Nueces County Public. Health District (CCNCPHD) to over 5,000 low income clients per month. The increase in funding is in the amount of $50,000 changing the total amount of funding from $918,909.00 to $968,909,00. No matching funds required. ALTERNATIVES: Discontinue WIC Program at the CCNCPHD OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: CCNCPHD Legal Finance-Federal Grants and office of management and budget FINANCIAL IMPACT: X Operating © Revenue u Capital a Not applicable Project to Date Fiscal Year: 2011- Expenditures 2012 (CIP only) Current Year Future Years TOTALS Line Item Budget $918,909 $ 918,909 Encumbered/ Expended Amount This item $50,000 $50,000 BALANCE $968,9091 $968,909 Fund(s):1066 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Contract No. 2013-042712 Ordinance WIC Letter of Amendment Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a grant amendment in the amount of $50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide funds for the Woman, Infants, and Children (WIC) Program. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate a grant amendment in the amount of$50,000 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide funds for the Women, Infants, and Children (WIC) Program. A copy of the executed amendment shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor ' TEXAS DEPARTMENT OF STATE HEALTH SERVICES I loo West 49th Street•Austin,Texas 78756 P.O.Box 149347•Austin,Texas 78714-9347 DAVID L.LAKEY,M.D. I-888-963-71 It •wwwAs1is.state.tX.tis COMMISSIONER TDD: 1-800-735-2989 Letter of Amendment July 29, 2013 Ms. Christina Zamarripa, WIC Director LA#38, Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi, TX 78416 Dear Ms. Zamarripa: The Corpus Christi-Nueces County Public Health District FY 2013 WIC contract will be amended to reflect a revision as detailed in the table below. This letter constitutes a formal contract amendment. Project Project Contact Currents �e Award Amount WIC Benny Jasso Funding benny.lasso Ca,dshs.state.tx.us $770,949.00 $50,000.00 $820,949.00 (512) 341-4573 This project amendment will be reflected in your contract"Not to Exceed" amount as shown below: ,.C�..,� �..ice „� ✓ ,. 4 ,SL O;. Current Contract Amended Amount Amended Amount Revised Contract"Not Amount Increase (Decrease) to Exceed"Amount $918,909.00 $50,000.00 $968,909.00 Funds are awarded with the understanding that any procurements using these funds will be in compliance with the Uniform Grants Management Standards (UGMS), WIC policies and 7 CFR Part 3016. This letter is approval for funding only. It does not relieve the agency from seeking additional approvals as required by WIC Policy. An Equal Employment Opportunity Employer and Provider Ms. Christina Zamarripa, WIC Director LA#38, Corpus Christi-Nueces County Public Health District July 29,2013 Page 2 In order for the State Agency to track these expenditures, please bill for each special project(s) listed above on a separate Mate of Texas Purchase Voucher(B-13). Label each voucher with the specific project name as well as allocations to Administrative (Admin), Nutrition Education (NE) and Breastfeeding(BF) costs. Vouchers without allocations listed will be applied toward Admin. For questions regarding funding decisions, please contact Benny Jasso, WIC Program, at(512) 341- 4573, or bennikjasso@dshs.state.tx.Lis. For questions regarding purchase requests, please contact Alisin Genfan, Contract Development and Support Branch, at(512) 776-3156 or alisin.�-,enfan @dshs.state.tx.us. Sincerely, Ray krzesniak, Acting Director Nutrition Services Section AG:klr An Equal Employment Opportunity Employer and Provider , r 1 ORG DEPARTMENT OF STATE HEALTH SERVICES COPY This contract, number 2013-042712 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CdRPUS CHRISTI-N UECES COUNTY PUBLIC H_ EA_LTH DISTRICT (CITY) (Contractor), a Government Entity,(collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract payment method is $442,380.00, and the a s shall p y ( ) be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract,DSHS may restrict,reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 10/01/2012 and ends on 0313112013. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract(this document) b. Program Attachments: 2013-042712-001 NSS/WIC LOCAL AGENCY c. General Provisions (Sub-recipient) d. Solicitation Document(s), and c. Contractor's response(s) to the Solicitation Document(s). f. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 92648-1 5 � r + 7. Conflictiniz Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document,if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received ender this Contract: Name: CITY OF CORPUS CHRISTI Address: VITAL RECORDS OFFICE ATTN TERE ESCALANTE CORPUS CHRISTI,TX 78469-9727 Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. 92648-1 4 By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT(CITY) fi By: By: + Signature of Authorized Official Signature / 7 r/L // iel rte Date Date /? Bob Burnette, C.P.M., CTPM �,� Printed Name and Title Director, Client Services Contracting Unit lu l LA90A Address 1100 WEST 49TH STREET (bgxts TA �1 v AUSTIN,TEXAS 78756 City,`State,Zip (512)458-7470 _ LNI) gZ tQ°3Z 2 Telephone Number Bob.Burnette @dshs.state.tx.us E-mail Address for Official Correspondence 0M b 15 UKILL& sn...r fi (,VTAf 92648-1 s r CONTRACT NO. 2013-042712 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000389057 CONTRACTOR: CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) DSHS PROGRAM NSSfWIC LOCAL AGENCY TERM: 10/01/2012 THRU: 03/31/2013 SECTION I, STATEMENT OF WORK: Contractor shall administer the Department of State Health Services (DSHS) Special Supplemental Nutrition Program for Women, Infant, and Children (WIC) to provide supplemental food instruments, nutrition education, and counseling to enhance good health care at no cost to low-income pregnant and postpartum women, infants and children identified to be at nutritional risk. Contractor shall: A. Perform professional, administrative and clerical services necessary to determine eligibility, provide food instruments, and provide appropriate nutrition education and counseling to qualified women, infants and children in a specified geographic area, Contractor shall ensure adequate staff coverage and uninterrupted delivery of services. Services shall be performed according to the statutes, rules, policies, and directives of DSHS Special Supplemental Nutrition Program for Women, Infants, and Children (WIC) and/or as directed by the United States Department of Agriculture (USDA) as referenced in this Program Attachment. During the terra of this Program Attachment, USDA may issue regulations, instructions, policies and/or directives, which may be incorporated into the DSHS WIC Program Policy and Procedures Manual and program rules. B. Provide services within the state boundaries of Texas and in the approved clinic locations described in Contractor's application. C. Assist DSHS or USDA in the collection of data that will identify benefits of this nutrition intervention program and furnish financial, health, nutrition education and any other special reports in a timely manner as required by DSHS WIC Program's written Arles and policies for the compilation of such data. D. Determine eligibility of applicants through assessment of their categorical income, residence and nutritional status, and provide nutrition education and counseling to eligible participants. E. Appoint a Contractor WIC Director/Supervisor, F. Train Contractor's Local Agency staff. PROGRAM ATTACHMENT—Page 1 G. Submit the following reports/plans by the due date: 1. Monthly Incentive Funding Summary Report by the 15`x' day of the following month; and 2. WIC Local Agency Performance Measure Report by the 15t'' day of the following month. H. Conduct outreach to potential participants. I. Complete surveys as requested. J. Within five days of receiving a DSHS request for a Vendor Evaluation, Contractor shall contact vendor applicant to set up an appointment to conduct the evaluation. Contractor shall conduct on-site evaluation, completing WIC Vendor Evaluation Forms and fax/return forms to the DSHS no later than one business day after the on-site evaluation. K. Determine participants' access to health care, medical care and other human services, and make appropriate referrals. Contractor shall have a system in place to provide participants with appropriate health services or make appropriate referrals to health care providers under written agreements that ensure confidentiality of participants' personal information. L. Issue pre-numbered food instruments furnished by DSHS to qualified participants who shall use such instruments to obtain specified food items from participating vendors; maintain complete accountability and security of all food instruments received from DSHS. Contractor shall be held financially responsible for all unaccounted for food instruments and/or for the redeemed value of those issued to ineligible participants. In addition, Contractor shall be held financially liable for issuance of infant formula instruments that are not authorized or prescribed according to the WIC Policy and Procedures Manual. M. Permit DSHS or its agent to install a Very Small Aperture Terminal (VSAT) or equivalent telecommunications equipment at all Contractor WIC clinics and administrative offices using Texas-WIN software on a network or stand alone personal computer. Installation at all Contractor permanent WIC sites is required. VSAT or other telecommunications equipment installations for new sites or sites moving from one location to another requires a minimum of 45 days notice. N. Connect portable computers (notebook or laptop) that use Texas-WIN software daily to a (VSAT) or other DSHS provided-telecommunications access point to transfer data to and receive updates from DSHS. Daily is defined as Monday— Friday and Saturday if WIC services are provided. Portable computers may go to any of the Contractor's permanent WIC sites for data transfer. PROGRAM ATTACHMENT—Page 2 i O. Review the immunization records of WIC Program applicants/participants to ensure that immunizations are current. Make appropriate referrals to health care providers for necessary immunizations. P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m. to 5:00 p.m., Monday through Friday, according to the Contractor's Annual Plan of Operations as approved by DSHS and incorporated by reference in this Program Attachment. Q. Implement or expand Contractor's Breastfeeding Peer Counseling program to provide training and salary of peer counselors who assist pregnant and breastfeeding WIC participants in normal breastfeeding situations. Funding for this activity will be contingent on availability and written approval by DSHS. R. Implement special projects according to DSHS-approved plan related to nutrition education, outreach or breastfeeding if project is requested by Contractor and approved by DSHS. Funding for special projects is contingent upon availability and approval in writing by DSHS of the Contractor's plan for the special project. S. Implement lactation services for WIC participants who have breastfeeding problems that are beyond the expertise of Contractor's local WIC staff and/or peer counselors using International Board Certified Lactation Consultants or the most qualified equivalent. Lactation services may also include Contractor's Local WIC Agency staff training and the provision of lactation equipment. DSHS will provide written approval of Contractor's plan to use lactation funding. Contractor's plan shall include qualifications of any non-board certified lactation consultant, which is included in the proposal. T. Ensure adequate staff coverage and uninterrupted delivery of WIC services if any member of Contractor's staff is approved in writing by DSHS to participate in the DSHS Dietetic Internship program. This internship will consist of no less than 1200 hours of supervised learning experiences in a variety of nutrition-related facilities and will prepare Contractor's selected staff member to better meet the needs of WIC participants. U. Stock DSHS-provided manual pumps, single-user electric breast pumps and multi-user electric breast pumps, collection kits, and purchase additional sized flanges. Distribute the appropriate pumps, kits, and/or additional sized flanges to eligible WIC participants. During the term of this Program Attachment, DSHS reserves the right to withhold payment if Contractor fails to accurately complete and submit breast pump receiving reports within three(3) business days of receiving a DSHS breast pump delivery. V. Implement or expand Contractor's use of a Registered Dietitian (RD) who is registered with the Commission on Dietetic Registration to provide for Contractor that includes, but not limited to: assistance with quality assurance, staff training, assistance with the Annual Nutrition Education and Breastfeeding plan, individual counseling for high-risk participants, and facilitated discussion classes. PROGRAM ATTACHMENT—Page 3 Contractor shall comply with all applicable federal and state laws, rules, regulations, standards, and guidelines in effect on the beginning date of this Attachment as amended, including, but not limited to: 1. Uniform Federal Assistance Regulations, 7 CFR Parts 15, 15a, 15b, 246, 248, 3016, 3017 and 3018; 2. WIC Program and Farmers' Market Nutrition Program Rules, 25 Texas Administrative Code, §§ 31.11-31.37; and 3, Child Nutrition Act of 1966, as amended, 42 USC 1786. The following documents are incorporated by reference and made a part of this Program Attachment: 1. DSHS Stwidards for Public Health Clinic Services, revised August 2004, or latest revision; 2, USDA Food and Nutrition Service (FNS) Guidelines; 3. USDA FNS Instructions issued under the FNS Directives Management System; and 4. Current WIC Policy and Procedures Manual. Within thirty (30) days of receipt of an amended standard(s) or guideline(s), Contractor shall inform DSHS, in writing, if it shall not continue performance under this Program Attachment in compliance with the amended standard(s) or guideline(s), DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. All activities related to WIC, including timeframes, budget, and any revisions shall be approved by DSHS. SECTION II. PERFORMANCE MEASURES The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the other terms of the contract. Contractor shall ensure: 1) An average of 95% of families a quarter who participate in DSHS WIC Program by receiving food instruments shall also receive nutrition education classes or individual counseling services to coincide with food instrument issuance; 2) Of all pregnant women who enter DSHS WIC Program, an average of 20% a quarter shall be certified as eligible during the period of the first trimester of their pregnancy; 3) An average of 85.5% of clients a quarter who are enrolled in the DSHS WIC Program, excluding dual participants, transfer locked and/or migrant clients, shall participate as food instrument recipients each month (breast-feeding infants are also included in the client count); and PROGRAM ATTACHMENT—Page 4 r r 4) 98% of participants who indicate during the enrollment process for the DSHS WIC Program that they have no source of health care shall be referred to at least one (1)source of health care at certification of eligibility. Contractor shall submit the WIC Local Agency Pelfonnance Measure Report which describes Contractor's efforts towards meeting performance measures. The report shall be in an approved format as provided by DSHS, and shall be completed and submitted to DSHS within fifteen (15) calendar days after the end of each month. SECTION III. SOLICITATION DOCUMENT: NIA SECTION IV. RENEWALS: DSHS may renew this contract for one renewal period if funds are available. SECTION V, PAYMENT METHOD: Cost reimbursement SECTION VI. BILLING INSTRUCTIONS: Contractor shall request payment using the State of Texas Purchase Voucher (Form B-13) and Financial Status Reports (FSR) and submit by electronic mail to DSHS Contract Development and Support Branch at WicVouchers @dshs.state.tx.us SECTION.VII. BUDGET: SOURCE OF FUNDS: CFDA# 10.557.000; 10.557.013 DUNS NUMBER: 069457786 At] categories of costs billed to DSHS WIC Program, and allocation of such costs, shall be in accordance with the "Plan to Allocate Direct Costs" (PADC) submitted by Contractor and approved by the DSHS WIC Program. This document is incorporated herein by reference and made a part of this Program Attachment, Total reimbursements will not exceed: $442,380.00. SECTION VIII. SPECIAL PROVISIONS: General Provisions, Compliance and Reporting Article I, Section 1.07, Statutes and Standards of General Applicability, is hereby amended to include the following: Contractor shall comply with all provisions required by implementing the regulations of the Department of Agriculture, 7 CFR Part 246, 248; Department of Justice Guidelines for Enforcement of Title VI, Civil Rights Act of 1964; 28 CFR § 50,3 and 28 CFR Part 42; and Food & Nutrition Service (FNS) directives and guidelines, to the effect that no person will, on the grounds of race, color, national origin, sex, age, or disability be PROGRAM ATTACHMENT—Page 5 excluded from participation under any program or activity for which Contractor receives federal financial assistance from FNS; and hereby gives assurance that it shall immediately take measures necessary to implement this Program Attachment. Contractor shall compile data, maintain records and submit reports, as required, to permit effective enforcement of the nondiscrimination laws and permit authorized USDA and State of Texas personnel, during normal working hours, to review such records, books, and accounts as needed to ascertain compliance with the nondiscrimination laws. The Department of Agriculture, Food and Nutrition Service (USDA), has the right to seek judicial enforcement if Contractor violates any nondiscrimination laws. This Assurance is binding on Contractor, its successors, transferees, and assignees, as long as they receive assistance or retain possession of any assistance from the Department of Agriculture. The person or persons whose signatures appear on the Core Contract are authorized to sign this Assurance on behalf of Contractor. Contractor shall comply with all of the requirements of the current WIC Policy and Procedures Manual and Program rules as well as state and federal laws and amendments governing or regulating the WIC Program. A copy of the current WIC Policy and Procedures Manual has been made available to Contractor. The WIC Policy and Procedures Manual, and all revisions made to the WIC Policy and Procedures Manual are incorporated into this Agreement by reference. Contractor has a duty to remain familiar with the contents within the WIC Policy and Procedures Manual. Contractor is responsible for ensuring that employees or agents acting on behalf of Contractor comply with all of the requirements of the WIC Policy and Procedures Manual, Program rules and all state and federal laws and amendments governing and regulating the WIC Program. General Provisions, Payment Methods and Restrictions Article IV, Section 4.01, Payment Methods, is hereby modified to include the following paragraphs: The participant caseload will be assigned by DSHS by giving written notice to Contractor. The participant caseload is subject to change upon written notice to Contractor from DSHS with Contractor's concurrence. Contractor assumes liability for all food costs resulting from Contractor exceeding its assigned caseload. The number of individuals served in excess of assigned caseload are not to be included in the calculation of earned administrative funds as described below. DSHS will reimburse Contractor for administrative costs incurred when determining eligibility, providing appropriate nutrition education and counseling, issuing food instruments, making participant referrals, vendor evaluation, outreach, start-up costs and general administrative support. Administrative costs will be reimbursed based on actual costs, but not to exceed the "maximum reimbursement" set out below, based upon the sum of the participants who actually receive food instruments each month plus infants who do not receive any food PROGRAM ATTACHMENT—Page 6 instruments whose breastfeeding mothers were participants to the extent that the total so derived does not exceed Contractor's total assigned caseload within any given month. Surplus funds (the amount by which maximum reimbursements exceed actual costs) can be accumulated and carried forward within the Program Attachment term. Surplus encumbered by September 30 shall be billed and vouchers received by DSHS no later than sixty(60) calendar days following the term of the Program Attachment. PARTICIPANTS SERVED PER MONTH MAXIMUM REIMBURSEMENT: During the term of the Program Attachment, Contractor shall earn administrative funds at the rate of$12.93 for each participant served as defined above. DSHS may pay for additional goods or services as specified in this Attachment if provided by Contractor during the term of this Attachment (but not otherwise paid during the term of this Attachment) if it is in the best interest of DSHS to do so, and funds are available. The Contractor will be notified if a change in funding occurs and will have thirty (30) days to provide written notice to the DSHS if it intends to terminate this Program Attachment. Contractor agrees that: (1) Contractor shall identify and document separately not less than 19% of total administrative costs as expenditures directly related to nutrition education and counseling. Nutrition education and counseling expenditures shall be supported by documentation of participant attendance or non-attendance within the DSHS WIC Program. (2) DSHS will reimburse Contractor for administrative expenses at a rate not greater than 5.26 times the amount of properly documented expenditures for nutrition education and counseling, but not more than is earned based on actual participation not to exceed Contractor's assigned participant caseload, plus any incentive funds allocated to Contractor by DSHS. (3) DSHS will limit (cap) reimbursement of Contractor's indirect costs at twenty (20) percent applied to Contractor's total direct salaries plus benefits reimbursed by DSHS. (4) DSHS will identify annually to Contractor an amount of funds that shall be spent for breastfeeding promotion. The allocation of breastfeeding funds to Contractor will be based on Contractor's proportional share of the statewide combined total of pregnant and breastfeeding participants as reported to DSHS WIC Program. (5) DSHS WIC Program also reserves the right to withhold a proportionate amount of earned administrative funds when evidence exists that nutrition education and/or PROGRAM ATTACHMENT--Page 7 breastfeeding promotion is not being provided by Contractor, or Contractor is not complying with the provisions of USDA and/or DSHS directives. (6) DSHS reserves the right to utilize a competitive offering for the award of any future contracts at the end of the term of this Program Attachment. (7) DSHS may amend or terminate this Program Attachment if available funds become reduced, depleted, or unavailable during the term of the Program Attachment to the extent that the WIC Program is unable to provide administrative funding at the ratc(s) stated in this Program Attachment. DSHS will provide written notification to Contractor of such fact. (8) DSHS may pay for additional services as specified in this Program Attachment if provided by Contractor during the term of this Program Attachment (but not otherwise paid during the term of this Program Attachment) if it is in the best interest of DSHS and DSHS WIC Program to do so. If Contractor exceeds the amount of earned administrative funds as stated above, Contractor shall continue to bill DSHS for the services provided. If additional funds become available at a later date for the provision of these services, DSHS WIC Program may pay Contractor a share of these funds. (9) DSHS may provide incentives to Contractor's Local WIC Agencies for participants who are provided WIC services outside the normal traditional hours to the extent that federal funding is available. (10) During the term of this Program Attachment, DSHS may adjust the base reimbursement rate as defined in this Program Attachment if it is in the best interest of DSHS and the DSHS WIC Program and if administrative WIC Grant funds change. Contractor shall indicate separately on the face of the claim for reimbursement (State of Texas Purchase Voucher, Form B-13) the costs associated with nutrition education, breast-feeding, and other administrative costs. General Provisions, Payment Methods and Restrictions Article IV, Section 4.04, Working Capital Advance, is not applicable to this Program Attachment. However, Contractor will be allowed the option of receiving a two (2) month cash advance in accordance with WIC Program Policy and Procedures. General Provisions, Records Retention Article VIII, Section 8.01, Retention shall be replaced with the following: Recordkeeping requirements. Contractor shall maintain full and complete records concerning Program operations. Such records shall comply with 7 CFR Part 3016 and the following requirements: PROGRAM ATTACHMENT--Page 8 (1) Records shall include, but not be limited to, information pertaining to financial operations, food delivery systems, food instrument issuance and redemption, equipment purchases and inventory, certification, nutrition education, civil rights and fair hearing procedures. (2) All records shall be retained for a minimum of three years following the date of submission of the final expenditure report for the period to which the report pertains. If any litigation, claim, negotiation, audit or other action involving the records has been started before the end of the three-year period, the records shall be kept until all issues are resolved, or until the end of the regular three-year period, whichever is later. If USDA deems any of the WIC program records to be of historical interest, it may require DSHS or the Contractor to forward such records to the USDA whenever either entity is disposing of them. (3) Records for nonexpendable property acquired in whole or in part with WIC program funds shall be retained for three years after its final disposition. (4) All records shall be available during normal business hours for representatives of the USDA, DSHS and the Comptroller General of the United States to inspect, audit, and copy. Any reports or other documents resulting from the examination of such records that are publicly released may not include confidential applicant of participant information. General Provisions, Notice Requirements Article X, Section 10.01, Child Abuse Reporting Requirement, is hereby amended to include the following: If Contractor chooses to interview a client to determine if an affirmative defense to prosecution exists, as defined by DSHS, which would allow them under the DSHS policy to not make a report of child abuse, the Contractor shall conduct these interviews in the following manner: • For ineligible clients, the interview shall be conducted after the entire WIC visit is done. For eligible clients, the interview may occur at the point in time when all WIC activities, including communication of eligibility and individual counseling, are completed with the exception of food instrument issuance. • The interview shall be conducted only by a competent authority or a supervisor and in a confidential setting. • Prior to asking the client any questions, the interviewer shall inform the client that the questions have no bearing on the client's WIC eligibility and receipt of services. General Provisions, General Business Operations of Contactor Article XII, Section 12,02, Management and Cont•oI Systems, Item a, regarding internal budgeting and Item c, regarding billing, collection, and fee schedules are not applicable to this Program Attachment. General Provisions, General Business Operations of Contractor Article XII, Section 12.06, Overtime Compensation, is not applicable to this Program Attachment. PROGRAM ATTACHMENT—Page 9 General Provisions, General Business Operations of Contractor Article XII, the last three sentences of Section 12.20, Equipment (including Controlled Assets) Purellases, are not applicable to this Program Attachment. General Provisions, General Business Operations of Contractor Article X1I, Section 12.23, Property Inventory and Protection of Assets,is amended to include the following: Contractor shall also maintain an inventory of equipment and designated reportable assets placed in the custody of the Contractor by DSHS, Contractor shall submit an annual cumulative report to DSHS Property Management Group in a format and upon a delivery date designated by DSHS. Contractor shall administer a program of maintenance, repair and protection of assets under this Contract so as to assure their full availability and usefulness. In the event Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assess provided under this Contract, it shall use the proceeds to repair or replace said assets, General Provisions, General Business Operations of Contractor Article XII, Section 12.26, Property Acquisitions, is not applicable to this Program Attachment. General Provisions, General Terms Article XIII, Section 13.15, Amendment, is replaced with the following: The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract. Parties agree that this attachment may be amended during its term by Letters of Amendment to reflect funds awarded for special projects and to more accurately align the total Not To Exceed amount with funds the contractor may earn by contract performance. All other amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. PROGRAM ATTACHMENT—Page 10 T, Fiscal Year 2013 Department of State Health Services Contract General Provisions (Core/5ubrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section 1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLEII SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section3.05 Program Income. .......................................................................................................................11 Section3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................11 Section4.02 Billing Submission. ....................................................................................................................11 Section4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Financial Status Reports(FSRs). .............................................................................................12 Section4.06 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................13 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................15 Section 7.01 Maintenance of Confidentiality. ...............................................................................................15 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions(Core,Subrecipient)2013 Rev. 7112 1 Fiscal Year 2013 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section7.04 Security of Patient or CIient Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................18 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................I8 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................20 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR....................................I....I......20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................21 Section12.03 Lisurance. .................................................................................. .............................................21 Section12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................22 Section12.07 Program Site. .............................................................................................................................22 Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Buy Texas. ..................................................................................................................................23 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................23 Section12.13 Status of Subcontractors. ..........................................................................................................23 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................23 Section 12.15 Independent Contractor. ...........................................................................................................24 Section12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section12.19 Quality Management. ................................................................................................................24 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................24 Section12.21 Supplies. ......................................................................................................................................24 General Provisions(Core Subrecipient)2013 Rev. 7112 2 Fiscal Year 2013 Department of State Health Services Contract General Provisions (Core/S ub recipient) Section 12.22 Changes to Equipment List. .....................................................................................................25 Section 12.23 Property Inventory and Protection of Assets. .........................................................................25 Section 12.24 Bankruptcy. ................................................................................................................................25 Section12.25 Title to Property. .......................................................................................................................25 Section 12.26 Property Acquisitions. ...............................................................................................................25 Section 12.27 Disposition of Property. ............................................................................................................25 Section 12.28 Closeout of Equipment. .............................................................................................................26 Section 12.29 Assets as Collateral Prohibited. ................................................................................................26 ARTICLE XIII GENERAL TERMS........................................................................................................I...........26 Section13.01 Assignment...................................................................................................................................26 Section 13.02 Lobbying. ....................................................................................................................................26 Section 13.03 Conflict of Interest. ..................................................................................................................26 Section 13.04 Transactions Between Related Parties. ....................................................................................27 Section 13.05 Intellectual Property. .................................................................................................................27 Section 13.06 Other Intangible Property. .......................................................................................................28 Section 13.07 Severability and Ambiguity. .....................................................................................................28 Section 13.08 Legal Notice. ...............................................................................................................................28 Section 13.09 Successors. ..................................................................................................................................28 Section 13.10 Headings. ....................................................................................................................................28 Section13.11 Parties. ........................................................................................................................................28 Section 13.12 Survivability of Terms. ..............................................................................................................28 Section 13.13 Direct Operation. .......................................................................................................................29 Section 13.14 Customer Service Information. ................................................................................................29 Section13.15 Amendment. ...............................................................................................................................29 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................29 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................29 Section13.18 Immunity Not Waived. ..............................................................................................................30 Section 13.19 Hold Harmless and Indemnification. .......................................................................................30 Section 13.20 Waiver. .......................................................................................................................................30 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................30 Section13.22 Force Majeure. ...........................................................................................................................31 Section13.23 Interim Contracts. .....................................................................................................................31 Section 13.24 Cooperation and Communication. ...........................................................................................31 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................31 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................31 Section 14.02 General Remedies and Sanctions. ............................................................................................32 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................33 Section14.04 Emergency Action. ....................................................................................................................34 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................34 Section 15.01 Breach of Contract Claim. ........................................................................................................34 Section15.02 Notice. .........................................................................................................................................34 Section 15.03 Sole Remedy. ..............................................................................................................................34 Section 15.04 Condition Precedent to Suit. .....................................................................................................34 Section 15.05 Performance Not Suspended. ...................................................................................................34 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................35 Section 16.02 Effect of Termination. Contract. .............................................................................................35 Section 16.03 Acts Not Constituting Termination. .........................................................................................35 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................35 Section16.05 Termination For Cause. ............................................................................................................36 General Provisions (Core Subrecipient)2013 Rev. 7112 3 Fiscal Year 2013 Department of State Health Services Contract General Provisions (Core/Subrecipxent) Section16.06 Notice of Termination. ..............................................................................................................37 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................37 Section 17.01 Void Contracts. ..........................................................................................................................37 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................37 Section 17.03 Appeals Rights. ..........................................................................................................................37 ARTICLEXVIII CLOSEOUT...............................................................................................................................37 Section 18.01 Cessation of Services At Closeout. ...........................................................................................37 Section18.02 Administrative Offset. ...............................................................................................................37 Section 18.03 Deadline for Closeout. ...............................................................................................................37 Section18.04 Payment of Refunds. .................................................................................................................38 Section 18.05 Disallowances and Adjustments. ..............................................................................................38 General Provisions(Core Subrecipient)2013 Rev.7112 � ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules, Contractor shall comply,and shall require its subcontractor(s)to comply, with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules, and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders, the terms of this Contract will control. Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation, and any issues that may arise in any dispute between the Parties, this Contract will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov.Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web Iinks on the DSHS website at litter//www,dshs.state.tx.us/contracts/links.slitni. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part 111,State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient)2013 Rev. 7112 5 located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/iiiiks.slitTii. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations, and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination,exclusion from or limitation of participation in programs, benefits or activities or denial of any aid,care, service or other benefit on the basis of race,color, national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age, substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§[.) 2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC §[I❑§ 1681-1683, and 1685-1686; 3)Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§❑ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§00§ 6101-6107;6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§❑ 290dd(b)(1);7)45 CFR Parts 80, 84,86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex,Lab, Code Chapter 21; 10)Food Stamp Act of 1977 (7 USC§ 200 ct seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug abuse; 13) Public Health Service Act of 1912,§§❑ 523 and 527,42 USC§H 290dd-2,and 42 CFR Part 2, relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC §§3601 et seq.,relating to nondiscrimination in housing; and 15)DSHS Policy AA-5018,Nan-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a, and Irinrigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§6081-6084,and the Pro-Children Act of 2001,20 USC§ 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§❑ 289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC§§[J❑ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex.Lab. Code Chapters 401-406 and 28 Tex. Admin.Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC§ 263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030, or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§ 4321-4347 and Executive Order 11514(35 Fed.Reg.4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient)2013 Rev. 7112 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the FIood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.;9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11)Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq,)prohibiting the use of lead-based paint in residential construction or rehabilitation; m) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration (5 CFR Part 900,Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7), the Copeland Act(40 U.S.C. §276c and 18 USC§ 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC§470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments, and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000,Section 106(g) (22 USC §7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor,Section 12.15 (delete the third sentence in its entirety;delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance,Section 12.03; 4) Liability Coverage,Section 12.05; 5) Fidelity Bond,Section 12.04; General Provisions (Core Subrecipient)2013 Rev. 7112 7 6) Historically Underutilized Businesses,Section 12.10(Contractor, however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due,Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government;(2) the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health&Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. e) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— HHSC Civil Rights Office 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 Toll-free phone(888) 388-6332 Phone(512)438-4313 TTY Toll-free(877)432-7232 Fax(512)438-5885 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions (Core Subrecipient)2013 Rev.7/12 8 and shall prohibit any person who does not hold a current, active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding, If funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds, ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ, Code§29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§29,012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2,02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor, or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas:community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation;in-hospital care and hospital facility status; food,drug, and medical device safety; worker health and safety;mental health and substance abuse; public health information; vector control and veterinary services;and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective, and be least intrusive on Contr'actor's primary services. Section 2.03 Consent to Medical Cate of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex.Fam.Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex.Fam, Code Chapter 32,federal law supersedes state law. Section 2.04 Telemedieine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient)2013 Rev. 7/12 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served;and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§445.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032,DSHS Rule§1.91 covering Fees for Personal Health Services, and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible, Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary languageldialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055,the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex.Tax Code §§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2013 Rev. 7112 10 Section 3.04 Use for Match Prohibited. Contractor shall not use finds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative, as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions, the Contractor's Financial Procedures Manual located at Ifttp://�v_ww,dslis.state,tx.us/contr cts/cftiin.sbtm and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e., use funds from this Contract to replace or substitute existing finding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of finding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attachment will be one of the following methods; a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or permitted under the Third Party Payors section of this Article,Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis, subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster, or criminal activity that substantially General Provisions(Core Subrecipient)2013 Rev. 7/12 j f interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance, Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at htt ://www.dshs.state,tx.tis/contracts/cf nt.shtm. Section 4.05 Financial Status Reports(FSRs). Except as otherwise provided in these General Provisions or in the terms of the Program Attachment(s), for contracts with categorical budgets,Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for Department review and financial assessment. Contractor shall submit the final FSR no Iater than sixty(60)calendar days following the end of the applicable terns. Section 4.06 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include, but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs, and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor, to receive services tip to the amount of the deductible and to bill the Department for the deductible;(d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted, in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted;(e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov.Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5,02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the General Provisions(Core Subrecipient)2013 Rev. 7/12 12 date(s)due. Department may take repayment (recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement.under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid fiends to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102, and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule General Provisions(Core Subrecipient)2013 Rev, 7/12 13 in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dshs.sttte.tx.us/cotitracts/Iiiiks,slitni. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502, 98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS,which is accessible through a web link on the DSHS website at http://www.dslis.state.tx,us/contracts/links.shtm, Contractor shall procure audit services in compliance with this section, state'procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every five(5)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG, at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O.Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. General Provisions (Core Subrecipient)2013 Rev.7/12 14 ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations,including but not limited to 7 CFR Part 246;42 CFR Part 2;45 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act [HIPAA]);Tex.Health&Safety Code Chapters 12,47, 81, 82,85,88,92, 161, 181,241,245,251, 534,576,577,596,611, and 773;and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program, and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414,Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex.Health&Safety Code§ 614.017(x)(2)relating to special needs offenders,to an agency described in Tex.Health &Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines, If providing direct client care, services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies, and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code §D D 85.112-114.A link to the Model Workplace Guidelines can be found at littl2://www.dshs.state,tx,usAiivstd/polic 1)olicies,sl)tnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the General Provisions (Core Subrecipient)2013 Rev. 7112 15 federal retention period,if more than four(4)years, will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor tnay extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex, Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. Iii addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal, state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body, staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract, The Department and HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Aud'itor's Office. Contractor shall,upon request,make all records, books,papers, documents, or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate,in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's sitc(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of General Provisions (Core Subrecipient)2013 Rev, 7/12 16 either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIVISTD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex.Fam. Code Chapter 251 relating to investigations of reports of child abuse and neglect, Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dshs.state.tx.us/chitdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action, suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3) working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity;the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference member. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency,incapacity, or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC) within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program General Provisions(Core Subrecipient)2013 Rev.7112 17 Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity, or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at httI21/sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oi .lg ilts,gQv/fr tti d/liottine/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding, any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified tinder 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; General Provisions(Core Subrecipient)2013 Rev. 7/12 18 . f ` d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; g) neither it,nor its principals have within the thrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging), or conunission of embezzlement, theft,forgery, bribery,falsification or destruction of records,making false statements or false claims, tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local) with the commission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article, without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fam. Code§231.006, a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11,03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment, gift,loan, General Provisions (Core Subrecipient)2013 Rev.7/12 19 gratuity,special discount,trip, favor,service or anytliing of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov, Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements, statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees, nor anyone acting for Contractor has received compensation from DSHS for participation in the development, drafting or preparation of specifications, requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based;(b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC § 1,et seq. and Tex.Bus. &Comm. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 1 1.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director, shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election, appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's General Provisions(Core Subrecipient)2013 Rev. 7112 20 subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements, Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments,which:is available at the Department's web site: lr(tp://www.dstis.state.tx.us/contracts/cfpiii.shtm, Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are met. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum, the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen,damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS, Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s)authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts conunitted by any of Contractor's employees,either individually or in concert with others, and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment, The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department General Provisions(Core Subrecipient)2013 Rev. 7/12 21 in the event an actionable act or onussion by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall not use any of the funds provided by this Contract to pay the premium portion of overtime. Contractor shall be responsible for any obligations of premium overtime pay due employees, Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: 1) with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck; 3) when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12,07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscap @dshs.state.tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dshs.state.tx.us/contracts/cfnm.shlm. Section 12.09 No Endorsement..Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program, services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs).If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code§20.10 et seq. Contractors may obtain a list of HUBS at http://www.witidow.,state.tx,us/proctirenicilt/pi-og/hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity,if there was any such activity,in accordance with 34 Tex.Admin. Code§20.16(b). General Provisions(Core Subrecipient)2013 Rev.7/12 22 Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§ 2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS.Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors, whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachments)or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier, that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions:Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked;and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subreciplent Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and (3) a provision granting to DSHS, SAO,OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor.If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances General Provisions(Core Subrecipient)2013 Rev, 7112 23 and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor, warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments, If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10) business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner; organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment(Including Controlled Assets). Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more,and"controlled assets." Controlled assets include firearms regardless of the acquisition cost,and the following assets with an acquisition cost of$500 or more,but less than$5,000:desktop and laptop computers (including notebooks,tablets and similar devices),non-portable printers and copiers, emergency management equipment,communication devices and systems,medical and laboratory equipment, and media equipment. Prior approval by DSHS of the purchase of controlled assets is not required. Contractors on a cost reimbursement payment method shall inventory all equipment,including controlled assets. Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment.Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment, Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies, software,and any items of tangible personal property other than those defined as equipment above. General Provisions(Core Subrecipient)2013 Rev.7/12 24. Section 12.22 Changes to Equipment List. All items of equipment,other than controlled assets,to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate; or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,including controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-1 I (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section,Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,no later than October 15'h of each year, The report is located on the DSHS website at litt ://www,dshs.state.tx.us/contracts/forms.shtm. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment, and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)`Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than $5,000. All Other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient)2013 Rev.7/12 25 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its Interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal, amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification, or disclosure form in connection with the award; and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable, with the lobbying restrictions and requirements in 2 CPR Part 230(01MB Circulars A-122),Appendix B paragraph 25; 2 CFR Part 225(A-87)Appendix B section 24;2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A, subsection 1.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its-subcontractors, if any, do not have nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other General Provisions (Core Subrecipient)2013 Rev.7112 26 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties, Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or innrrediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex.Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74, OMB Circ.No.A-110,2 CFR §215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent, or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is "work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law, vest in DSHS,or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free, nonexclusive,and irrevocable Iicense to reproduce,publish,or otherwise use, and to authorize others to use, for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient)2013 Rev. 7/12 27 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible, on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from.(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding g_gency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright, trademark,service mark, and/or patent on an invention,discovery,or improvement to any process, machine, manufacture,or composition of matter;products; technology; scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be.deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient)2013 Rev.7/12 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov.Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other-than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor, but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2013 Rev, 7/12 29 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories, other than the equipment category,that exceed 25%of Program Attachments of 100,0{0 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g., foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged (cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions, Contractor shall obtain a Contract Revision Request form from the DSHS website available at littp://www.dshs.stite.tx,us/graiits/foriTis.shti-n, and complete the form as directed by the Department. Two copies of the completed form must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original,signed forms must be submitted to the contract manager assigned to the Program Attachment. Any approved revision will not be effective unless signed by the DSHS Director of the Client Services Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Innnunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees, subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin. Code Chapters 213 and 206, as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in l Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance General Provisions (Core Subrecipient)2013 Rev.7112 30 under this Contract includes the development,modification or maintenance of a website or other electronie and information resources for DSHS or for the public on behalf of DSHS, Contractor certifies that the website or other electronic and information resources comply with the EIR Standards.Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent certification testing for known and relevant vulnerabilities, in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations, as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including,but not limited to,extraordinarily severe weather, strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as air"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable, under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services (with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and, as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; General Provisions (Core Subrecipient)2013 Rev. 7/12 31 g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract;or h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and wilt determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the. following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination,except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination, the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shalt not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if airy, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or General Provisions(Core Subrecipient)2013 Rev. 7112 32 (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL) or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor white other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely he conducted; 1) require Contractor to obtain technical or managerial assistance; tin) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing of accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer, officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute)imposed by DSHS, and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies, sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring, which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s), If Department determines that a remedy General Provisions(Core Subrecipient)2013 Rev.7112 33 or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to Contractor of Department's decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract, Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4,24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process, Contractor shall submit written notice, as required by subchapter B,to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. General Provisions(Core Subrecipient)2013 Rev.7112 34 t ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION Section 16.01 Expiration of Contract or Program Attaclunent(s). Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the terra of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS, and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not,however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Witliout Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services, Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be.notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of tire,suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. General Provisions(Core Subrecipient)2013 Rev.7/12 35 Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by giving at least thirty(30)calendar days written notice to Con(rac(or. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; e) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex.Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment, or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed, within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement, insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; S) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; General Provisions(Core Subrecipient)2013 Rev. 7112 36 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt, dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days; or 10) Contractor consents to the appointment of a receiver,trustee, or liquidator of Contractor or of all or any part of its property; h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to he void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void, any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§2105.302,after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment) on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers, as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance, and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program General Provisions(Core Subrecipient)2013 Rev. 7112 37 Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due, which Contractor shall pay within the time period established by the Department. Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions (Core Subrecipient)2013 Rev. 7112 38 Special Projects* Not all agencies are approved for all special projects. Please refer to cover letter. Peer Counselor-This funding can be used for training and salaries of peer counselors who assist pregnant and breastfeeding WIC participants. It can also be used for communication equipment you may have requested and travel expenses peer counselors may incur in the course of performing their job duties or attending training and/or conferences. Please note,the peer counselor allocation in this contract is not your entire FY2012 allocation, The State,Agency will provide the second six months funding once the contract is extended to a full year.This will happen through a contract amendment which will be sent out at a later date. Allocations are made based upon the following criteria:number of pregnant and breastfeeding women served, retaining counselors established with previous discretionary finding, prevalence of serving rural and remote locations,and breastfeeding rates. Registered Dietitian(.RD) -Use this special funding for reimbursement of RD duties such as: • Assisting with the Quality Assurance Program(i.e.,ongoing evaluation of individual counseling,nutrition education classes, clinical procedures, etc.). • Assisting with the implementation of Value Enhanced Nutrition Assessment(VENA). • Providing staff training on nutrition-related topics and nutrition assessment procedures. • Assisting with your local agency's WIC Certification Specialist Program. • Developing and implementing a quality assurance program. • Assisting with completion and application of the Nutrition Breastfeeding and Training Plan. • Providing high-risk individual counseling. • Conducting facilitated discussion nutrition education classes. • Consultation regarding the appropriate issuance of special formulas, • Developing and implementing the Obesity Prevention Mini Grant. Please note the following: • All local agencies are required to have an RD on staff or on contract(WIC Policy GA:14.0). • You must follow Policy AC. 16.0—Allowable Costs—Professional Contract Services, when securing the services of an RD consultant via contract. • Use a separate State of Texas Purchase Voucher(orm B-13) to bill the state for RD services funded by this special allocation. Specify on the face of the voucher that this is reimbursement for an RD consultant or to defray the cost of a staff RD. • Piior to contracting with the RD, the RD should provide your with a copy of his/her registration card from the Commission on Dietetic Registration. This is proof that the consultant is an RD. The State Agency plans to reallocate any unused RD funds later this fiscal year. At that time, funds will be shifted from local agencies that have not used their funds to local agencies that need additional funding. TEXAS DEPARTMENT OF STATE HEALTH SERVIUES CERTIFIC TIO G RDING LOBBYING GERM CATION FOR CO CT GRANTS T-nil 3 D COOPERATNE AGREE t NTS The undersigned certifies,to the best of ills or her Icnowledga and belief that; (1) No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for "fluertcing or attempting to influence an officer or an employee of any agency, a member of Congress,an officer or employee of Congress,or an employee of a member of Congress in connection with the awarding of ally federal contract,the making of any federal grant,the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment,or modification of any federal contract,grant,loan,or cooperativeagrcement. (2) If any fiends other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a member of Con es i an offcer ar employee of Congress,or an employee of a member of Congress ill connection with this federal contract,grant. loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL,"DisclosureForra to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in tare award doc merits for all subawards at all ders(including subcontracts,subgrauts,and contracts under grants, loans and cooperative agreements)and that all subrecipients shaft certify and disclose accordingly. This certification is a material representation of fact upon which relianco was placed when this transaction was rnado or entered into,Submissions of this certification is a prerequisite for malting or entering into this transaction imposed by Section 1352, Title 31, U. Code. Any prison who fails to file the required certification shall be subject to a civil penalty of not less that$10,000 and not more than$100,000 for each such failure. Signature Date Print Name of Authoriz iduai Y ' 2013 042712 Application or Contract Nutnber CORPUS CHRISTI-NUPCES COUNCY PUBLIC HEALTH DISTRICT(CITY) Organization Name CSCU#EM9-12374-Revised 0$.10.07 t 'TEXAS DE P.O.OF STATE HEALTH SERVICES 7 VICES P.O.Box 149347 Austin,Texas 78714-9347 DAVID L.LAKLY,M.D. 1-588-963-7111 `1TY; 1-800-735-2989 COM111SS10NER WW WAst1s.state.mils November 27, 2012 Dear Contractor: Enclosed is an approved copy of your Department of State Health Services (DSHS) contract. Please file it with the office of record for your agency. DSHS will not pay for reimbursements submittcdlpostrnarked more than 60 days after the end of the contract term. Additional information regarding this policy is available on the DSHS website at htttpJfwww.dshs.state.tx.Lis. Please reference the DSHS contract and attachment number in all future correspondence. If you have questions,please contact Sandra Berry at 512-776 -3327 or via email at satidy.berry @dsbs.state.tx us Sincerely, Bob Burnette, Director Client Services Contracting Unit Enclosures /In Cqual Employmel)l Opportunity Employer anri;-'rorirfc�t TEXAS DEPARTMENT OF STATE HEALTH SERVICES 1100 West 49th Street•Austin,Texas 78756 P.O.Box 149347•Austin,Texas 78714-9347 DAVID L,L,AKBY,M.D. 1-888-963-7111•ww+v.dsh state.tx.us COMMISSIQNBR TDD: 1-800-735-2989 August 21,2012 Celina Hernandez,WIC Director LA#038, Corpus Christi-Nueces County Public Health District 1702 Horne Road Corpus Christi,TX 78416 Dear Ms. Hernandez: FY 2013 WIC contracts,effective dates October 1,2012 through March 31, 2013, are currently being prepared and entered into our system. Please note that this is an initial six month contract. Midway through the six months time period the contract will be extended through September 2013 to cover the full year. This will happen with a formal contract amendment at which time the second six months of funding will be added to the contract. A breakdown of the total"not to exceed"is outlined in the table below. A copy of the contract will be scant out to agencies for signature once all have been entered in late September. In order to help your agency with budgeting,we have provided you with the following initial six month funding amounts: `Project Project Coaatact ` . Initial ; Type of A11©cation - . Amount.:. Admin. NE.. S WIC Benny Jasso Funding berm .`asso@dshs.slate.tx.us $374,380,00 X X X (512)341,4573 Peer Kristina Arrieta Counselor kL!stina.arrieta @dshs.state.t,Us $37,500.00 X 512)341-4593 Registered Angela Gil Dietician angela.gil @dshs.state.tx.us $20,000.00 X X X (512)341-4590 Obesity Angela Gil angela,gil@dshs.state,tx.us $7,500.00 X (512) 341-4590 Lactation Hellen Sullivan $3,000,00 Services hellen.sullivan @dshs.state.tx.us X (512)341-4591 Total Contract"Not to El xceed".,Amount _ $442,380.00 . . An Equal Employment Opportunity Employer and Provider Celina Hernandez,WIC Director August 21,2012 Page 2 Please note that these are initial funding amounts. These amounts may be adjusted at any time during the contracting period. Your agency will be notified by Letter of Amendment for any adjustments to your funding. Letters of Amendments for the Dietetic Internship will be sent out separately at a later date. In order for the State Agency to track these expenditures,please bill for each of these projects on separate State of Texas Purchase Vouchers(B-13). In order to capture all special project expenditures,continue to bill on a separate voucher even if you exceed the allocation amount listed above. Any amount over your allocation will be charged appropriately to your regular funding. Remember to label each voucher with the specific.project name you are billing for as well as listing allocations to Administrative,Nutrition:Education(NE) and Breast feeding(BF)costs. Vouchers without allocations listed will not be applied toward your NE or BF expenditures. Grants that may only be allocated to one category will be applied to that category without any need for allocations. This letter is approval for funding only. It does not relieve the agency from seeking additional approvals as required.by WIC Policy. Requests for purchases should be submitted electronically to the Contract Development and Support Branch email box at: cdsb @dslis.state.tx.us. If you have any questions or require additional information regarding your special projects, please use the project contact information listed above. Questions concerning billing should be directed to Alisin Genfan at(512)776-3156,or alisin.gcnfan@dshs.state.tx.us. Sincerel c-- e Montgomery,Section Director O'r�7Nutrition Services Section Attachment AG An Equal Employment Opportunity Employer and Provider G� p �r7 AGENDA MEMORANDUM pop 4 First Reading Ordinance for the City Council Meeting of September 24, 2013 1852 Second Reading Ordinance for the City Council Meeting of October 8, 2013 DATE: September 18, 2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health annetter @cctexas.com 361-826-7205 Amendment to Regional Health Awareness Board Interlocal Agreement CAPTION: Ordinance authorizing the City Manager to execute all documents necessary to approve and accept this second amendment to Appendix A, of the Regional Health Awareness Board's ("RHAB") Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by adding the Texas A&M Irma Lerma Range] College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB. PURPOSE: Add Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as board representatives. BACKGROUND AND FINDINGS: In 2003, an interlocal agreement between the City of Corpus Christi, Nueces County and San Patricio County was signed to create the Regional Health Awareness Board (RHAB). The RHAB consists of seventeen volunteer members representing a cross- section of health, environmental and social interest, including the Environmental Protection Agency and Texas Commission on Environmental Quality. This agreement enhanced communication with Coastal Bend residence on issues impacting health, safety, environment and life duality. The board was initially funded by a Port Industries grant. In 2009, the parties agreed that the Regional Health Awareness Board needed financial assistance to continue their mission to serve the public. In March the City of Corpus Christi and both Counties approved the first "Amendment to the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness" that added specific funding amounts for both Counties and the City of Corpus Christi. In 2010 the Regional Health Awareness Board Program Coordinator unexpectedly passed away; the foss of their only paid employee made it difficult to take on new initiatives. August 2012, the board hired a new Program Coordinator. March 28, 2013, board members voted to add two new board representatives to enhance the board's knowledge base to better perform the scope of services provided. The Education Service Center, Region 2 will give the Regional Health Awareness Board access to promote a healthy school environment and healthy behaviors of all students and school district personnel by assisting with school health programs. . The addition of the Irma Lerma Range] College of Pharmacy will promote the health and well being to the community by the dissemination of knowledge relating to medications and medication use. No additional funding will be required to add these two positions. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to city policy. EMERGENCY 1 NON-EMERGENCY: Non- emergency DEPARTMENTALCLEARANCES: Not applicable FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2013- Expenditures 20144 CIP only) Current Year Future Years TOTALS Line Item Budget NONE Encumbered I -Expended Amount This item BALANCE Fund(s): Comments: Not applicable RECOMMENDATION: Council approval of the item LIST OF SUPPORTING DOCUMENTS: Amendment to Appendix A of the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness Ordinance Ordinance Attachment A Resolution 025359 with attachment Resolution 025423 with attachment AMENDMENT TO APPENDIX A OF THE INTERLOCAL AGREEMENT TO PROMOTE COMMUNITY DIALOGUE ON REGIONAL HEALTH AWARENESS WHEREAS,the City of Corpus Christi, TX ("City"), County of Nucces ("Nueces"), and County of San Patricio ("San Patricio"), collectively"Parties" entered into an Interlocal Agreement ("Agreement") in June of 2003; WHEREAS,the purpose of this Agreement was to establish and maintain a Regional Health Awareness Board(`Board") to assess communication models that the Parties can implement to share information used in their health awareness decision-making and the methods the Parties can use to receive and provide to members of the local communities about life quality issues to our residents; Whereas, the Parties agree that a meaningful and sincere dialogue over regional health awareness issues is essential; and Whereas, the Parties agree to add the Irma Lernm Rangel College of Pharmacy and the Education Service Center, Region 2 to the Board representatives. WHEREAS, the Parties agree to amend Appendix A of the Agreement in order to greatly enhance the Boards knowledge base to better perform the scope of services as outlined in Appendix A. THEREFORE, Appendix A to the Agreement is amended as follows: The following lines are ADDED to Paragraph 3 after Texas A &M University—Kingsville (i member): "Texas A &M Irma Lerrna Rangel College of Pharmacy(1 member) Education Service Center, Region 2 (1 member)" All other terms of Appendix A to the Agreement that have not been modified herein shall remain the same. IN WITNESS WHEREOF, the Parties hereby execute this Amendment to Appendix A of the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness. The last executing date of a Party will be the executing date of this Amendment. Page I of 5 INTENDED TO REMAIN BLANK SIGNATURE PAGES ON THE NEXT PAGE Page 2 of 5 Executed this day of , 2013. NUECES COUNTY By: Samuel L. Neal, Jr, County Judge Attested by: Diana Barrera Nueces County Clerk Date: Page 3 of 5 Executed this day of , 2013. SAN PATRICIO COUNTY By: Terry Simpson County Judge Attested by: Gracie Alaniz-Gouzales San Patricio County Clerk Date: Page 4 of 5 Executed this day of , 2013, CITY OF CORPUS CHRISTI By: Ronald Olson City Manager Attested by: Armando Chapa City Secretary Date: Page 5 of 5 Ordinance authorizing the City Manager to execute all documents necessary to approve and accept this second amendment to Appendix A, of the Regional Health Awareness Board's ("RHAB") Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB. Whereas, on June 24, 2003 by Resolution 025359, the City of Corpus Christi, TX ("City"), entered into the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness ("Interlocal Agreement") with the Counties of Nueces and San Patricio, collectively "Parties"; Whereas, subsequent to the approval of the Interlocal Agreement all Parties, including the City on August 19, 2003 by Resolution 025423, approved the first amendment of Appendix A wherein the word require was changed to encourage in the third paragraph following section 2. regarding the function of the RHAB. Whereas, a second amendment to the Interlocal Agreement is sought to add the Texas A & M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB, in order to enhance the RHAB's knowledge base so as to better perform the scope of services outlined in Appendix A. Whereas, the substantive change requested requires the concurrence of the City Council, Nueces County Commissioner's Court and San Patricio County Commissioner's Court's Now therefore, be it ordained by the City Council of the City of Corpus Christi, Texas, that: Section 1: The City Manager is authorized to execute all documents necessary to approve and accept this second amendment to Appendix A, of the RHAB's Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by adding the Texas A&M Irma Lerma Rangel College of Pharmacy and Education Service Center, Region 2 as organizations that may appoint members to the RHAB, as shown on Attachment A, which is attached to and incorporated into this Ordinance. Section 2: All other terms of Appendix A to the Interlocal Agreement that have not been modified by the first or second amendment, shall remain the same. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor APPENDIX A REGIONAL HEALTH AWARENESS BOARD 1. Mission of the Regional Health Awareness Board, To ensure that opportunities exist for quality dialogue by citizens of the coastal bend on the issues impacting health, safety, environment, and life quality. 2. How the Regional Health Awareness Board will function? The Regional Health Awareness Board will function as an independent oversight committee with advisory capacity to the various existing forums for community dialogue. The Board's charge is to ensure that opportunities exist for quality dialogue by citizens of Corpus Christi, Nueces County, and San Patricio County on the issues impacting health, safety, the environment, and life quality. The Board will serve as both (1) a clearinghouse for ensuring that inquiries are addressed in the appropriate forum, and (2) an overarching quality control mechanism to ensure that performance based dialogue is available in all topical areas. The Regional Health Awareness Board will establish standards for effective dialogue and work with the various forums to ensure adoption of these standards. Additionally, information from the Regional Health Awareness Board will be shared with the various forums on a regular basis. The forums will be encouraged to return report key issues and progress back to the Regional Health Awareness Board. The City of Corpus Christi, Nueces County, and San Patricio County will encourage their various boards, commissions, and advisory committees to coordinate their related activities with the Regional Health Awareness Board. Non-governmental organizations ("NGO's") with related activities will be requested to enter into a letter of agreement with the Regional Health Awareness Board that outlines their willingness to work with the Board and participate in the Board's activities. Participation will include attendance at briefings on issues of common interest and the agreement to investigate and propose appropriate responses to those issues. 3. Who will be on the Regional Health Awareness Board? The Regional Health Awareness Board consists of: Six members representing a cross-section of health, environmental, and social interest. Two of these community members will be appointed by the City Council, City of Corpus Christi, two members will be appointed by the Commissioner Court Nueces County, and two members will be appointed by the Commissioner Court San Patricio County. Each governing body will appoint one of their original community member appointees to a two ORDINANCE ATTACHMENT A I year term and the other appointee to a three year term. Subsequent appointments should be for a three year term. In addition, the following organizations may appoint members: City of Corpus Christi (1 member) Nueces County (1 member) San Patricio County (1 member) Port Industries of Corpus Christi (2 members) Texas A & M University— Corpus Christi (1 member) Texas A & M University— Kingsville (1 member) Texas A & M Irma Lerma Rang el I College of Pharmacy ('I member) Education Service Center, Region 2 (1 member) Texas Commission on Environmental Quality, Region 14 (1 ex- officio/non-voting member) U.S. Environmental Protection Agency, Region VI (1 ex-officio/non- . voting member) City of Corpus Christi/Nueces County Health Department (1 ex- officiolnon-voting member) San Patricio Health Department (1 ex-officio/non-voting member) 4. The Regional Health Awareness Board shall meet as frequently as necessary to effective carry out its function, but not less frequently than once each month. 5. The meetings of the Regional Health Awareness Board will be open to the public, and posted under the Texas'Open Meetings Act, Chapter 551,Texas Government Code. ORDINANCE ATTACHMENT A 2 RESOLUTION AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT WITH NUECES AND SAN PATRICIO COUNTIES TO PROMOTE COMMUNITY DIALOGUE.ON REGIONAL HEALTH AWARENESS Whereas, concerns over access to life quality decision-making and information have been expressed by some members of the Coastal`Bend communities to regulatory and resource agencies; and Whereas, these citizen concems resulted in the U. S. Environmental Protection Agency to initiate a risk evaluation process to shape.community dialogue; and Whereas, a meaningful and sincere dialogue over regional health awareness issues is essential to the welfare of our community; and Whereas,during discussions between the EPA and key stakeholders, questions regarding the rationale,,need, and value of implementing this addition process were raised because of the numerous existing forums are available and active in the community to respond to the citizens concerns; and Whereas, an evaluation of the existing forums available in the area should be undertaken to determine if there is any need to improve or enhance the methods and opportunities for communication and coordination with the local community on regional health awareness issues; and Whereas, a task force of key stakeholders has proposed the establishment of a Regional Health Awareness Board to assess the EPA's proposed Risk Evaluation Process, assess existing mechanisms for community dialogue, conduct a "gap" analysis between the EPA process and the status quo, and, based on the findings, develop a model to ensure effective dialogue with the community; and Whereas, the City and Nueces and San Patricio Counties are committed to enhancing the current opportunities for community dialogue on health awareness issues in the community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Mayor is authorized to execute an interlocal cooperation agreement with Neces and San Patricio Counties to promote community dialogue on regional health awareness. R343MC1.doc 025359 2 ATTE : THE CITY OF CORPUS CHRISTI Armando Chapa amuel L.�eal, Jr. City Secretary Mayor APPROVED: 20th day of June, 2003. R. J R9ning Acting City Attorney R34306C1.dor 3 Corpus Christi, Texas of Lt t� , 2003 The above resolution was passed by the fallowing vote: Samuel L. Neal, Jr. Brent Chesney Javier D, Colmenero C t Melody Cooper en4 Henry Garrett Bill Kelly - --- _ G� �, ,P_ Rex A. Kin nison Q+�� Jesse Noyola Mark Scott _c P� R343€6C1.doc ?_5359 INTERLOCAL AGREEMENT TO PROMOTE COMMUNITY DIALOGUE ON REGIONAL HEALTH AWARENESS This"Interlocal Agreement is entered into by and between,the City of Corpus Christi, Texas ("City'), County of Nueces'("Nueces'), and County of San Patriclo ("San Patrlcio"). Whereas, concems over access to life quality decision-making and information have been expressed by some members of the Coastal Bend communities to regulatory and resource agencies; and Whereas,these citizen concerns resulted in the U. S. Environmental Protection Agency {"EPA")to initiate a risk evaluabon.process to shape community dialogue; and Whereas,the Parties agree that a meaningful and sincere dialogue over regional health awareness issues is essential;and Whereas, during discussions between the EPA and key stakeholders, questions rpgarding,the rationale, need, and value of implementing this addition process were raised because of the numerous existing forums are available and active in the community to respond to the citizens concems; and Whereas,the Parties believe that an evaluation of the existing forams available in the area should be undertaken to determine if there is any need to improve or enhance the methods and opportunities for communication and coordination with the local community on regional health awareness issues; and Whereas, the Parties desire to undertake a foul=step process that will: 1. Assess the EPA's proposed Risk Evaluation Process. 2. Assess existing mechanisms for community dialogue. 3. Conduct a "gap" analysis between the EPA process and the status quo. 4. Based on the findings, develop a model to ensure effective dialogue with the community. NOW, THEREFORE in consideration of the mutual covenants in this Agreement, the participating focal governments (the "Parties"), authorized by appropriate actions of their- governing bodies, agree as follows: 1. Purpose. The purpose of this Agreement is to establish and maintain a Regional- Health Awareness Board to assess communication models that the Parties can implement to share information used in their health awareness decision-making and the 1134306M.doc methods the Parties.can use to receive and provide to members of the local communities about life quality issues of concern to our residents. 2. Scope of Services. The functions to be performed by the Regional Health Awareness Board under this Agreement are outlined In Appendix A. 3. Other Agreements. Supplementary Agreements and Protocols. The Parties are encouraged, all or some, to enter into.additional agreements and protocols governing operating departments of the Parties (fot example, fire and health) are authorized and encouraged to.enter into specific protocols with their counterparts to enhance coordination of regional health awareness matters. 4. Implementation. The City Manager and County Judges, and their designees,.are authorized and directed to take all steps necessary or convenient to implement this Agreement, and shall cooperate in developing a plan for the implementation of the activities provided for in this Agreement. S. Participation Notice. Each Party shall notify the other Parties its participation in this Agreement by furnishing an executed original of the attached Participation Notice. 6. Warranty. The Agreement has been officially authorized by the governing body of each Party,and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective Party to this Agreement. 7. Administrative Services. The City agrees to provide administrative services necessary to coordinate this Agreement, including providing Parties with a current list of contact information for each Party. 8. Federal and State Participation. Federal and state entities and other local governments may participate in this Agreement, to the extent of any limitations of their authority, by-Furnishing an executed original of the attached Participation Notice to the City. 9. Expanding Funds. Each Party which performs services under this Agreement will do so with funds available from current revenues of the Party. No Party shall have any liability for the fallure to expend funds to provide aid under this Agreement. 10. Tenn of Agreement a. This Agreement shall become effective as to each Party,when approved and executed by that Party. b. Once approved by all Parties, this Agreement shall be for a term of one year, and shall be automatically renewed annually, unless any party its participation by giving written notice to the other parties at least sixty days before the end of each annual term. MWOW cc 2 c. Termination of participation in this Agreement by any Party does not affect the continued operation of this Agreement between and among the remaining Parties, and this Agreement shall continue in force and remain binding on the remaining Parties. 77, Oral and Written Agreements, All oral or written agreements between the parties relating to the subject matter of this Agreement, which were developed prior to the execution of this Agreement, have been reduced to writing and are contained in this Agreement. 12. Entire Agreement. This Agreement, including Attachments, represents the entire Agreement between the Parties and supersedes any and all prior agreements between the parties, whether written or oral, relating to the subject of this agreement. 13. Interlocal Cooperation Act, The Parties agree that activities contemplated by this Agreement are ggovemmental functions and services"and that the Parties are"local governments" as that term is defined in the Interlocal Cooperation Act: 14. Severability. If any provision of this Agreement Is held invalid for any reason,the invalidity-does not affect other provisions of the Agreement, which can be given effect without the invalid provision. To this end the remaining provisions of this Agreement are severable and continue in full force and effect. 13. Validity and Enforceability. If any current or future legal limitations affect the validity or enforceability of a provision of this Agreement, then the legal limitations are made a part of thisAgreement and shall operate to amend this Agreement to the minimum extent necessary to bring this Agreement into conformity with the requirements of the limitations, and so modified, this Agreement continue in full force and effect. 16. Not for Benefit of Third Parties. This Agreement and all activities under this Agreement are solely for the benefit of the Parties and not the benefit of any third party. 17. -Exerclse of Police Power. This Agreement and all activities under this Agreement are undertaken solely as an exercise of the police power of the Parties, exercised for the health, safety, and welfare of the public generally, and notfor the benefit of any particular person or persons and the Parties shall not have nor be deemed to have any duty to any particular person or persons. 18. Immunity Not Waived, Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. 19, Civil Liability to Third Parties. Each Responding Party will be responsible for any civil liability for its own actions under this Agreement, and will determine what level, if any, of insurance or self-insurance it should maintain for such situations. r3430ea4.doc 3 20. No Liability of Parties to One-Another. One Party may not be responsible and is not civilly liable to another for not responding, or for responding at a.particular level of resources or in a particular manner. Each Party to this Agreement waives all claims against the other Parties to this Agreement for compensation for any loss, damage, personal injury, or death occurring as a consequence of the performance pf this Agreement, except those caused in whole or in part by the negligence of an officer, employee, or agent of another Party. 21. Notices. a. Notices under this agreement may be delivered by mail as follows: City: City of Corpus Christi Attn: City Manager P.O. Box 9277 . Corpus Christi, Texas 78469-9277 Nueces County: County of Nueces Attn: County Judge 901 Leopard Street, Room 303 Corpus Christi, Texas 78401-3697 San Patricio County. County of San Patricio Attn: County Judge County Courthouse, Room 109 400 West Sinton Street Sinton,Texas 78387 b. The parties to this agreement may specify to the other party in writing. .22. Amendments to Agreement a. This Agreement may not be amended except by written agreement approved by the governing bodies of the Parties. b. No officer or employee of any of the Parties may waive or otherwise modify the limitations in this Agreement, without the express action of the governing body of the Party. 23. Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. R3430W.doa 4 24. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas. Venue for an action arising under this Agreement shall be in accordance with the Texas Rules of Civil Procedure. t R34306M,doc APPENDIX A REGIONAL HEALTH AWARENESS BOARD 1. Mission of the Regional Health Awareness Board. To ensure that opportunities exist for quality dialogue by citizens of the coastal bend on the issues.impacting health, safety,environment, and life quality. 2. How the Regional Health Awareness Board will function? The. Regional Health Awareness Board will function as an independent oversight committee with advisory capacity to the various existing forums for community dialogue. The Boards charge is to ensure that opportunities exist for quality dialogue by citizens of Corpus Christi, Nueces County, and San Patricio County on the issues impacting health, safety, the environment, and life quality. The Board will.serve as both (1) a clearinghouse for ensuring that inquiries are addressed in the appropriate forum, and (2) an,overarching quality control mechanism to ensure that performance based dialogue is available in all topical areas. The Regional Health Awareness Board will establish standards for effective dialogue and work with the various forums to ensure adoption of these standards. Additionally, information from the Regional Health Awareness Board will be shared with the various forums on a regular basis. The forums will be encourage to return report key issues and progress back to the Regional Health Awareness Board. The City of Corpus Christi, Nueces County, and San Patdcio County will require their various boards, commissions, and advisory committees to coordinate their related activities with the Regional Health Awareness Board. Non-governmental organizations ("NGOV)with related activities will be requested to eater into a letter of agreement with the Regional Health Awareness Board that outlines their willingness to work with the Board and participate in the Board's activities. Participation will include attendance at briefings on issues of common interest and the agreement to investigate and propose appropriate responses to those issues. 3. Who will be on the Regional Health Awareness Board? The Regional Health Awareness Board consists of Six members representing a cross-section of health, environmental, and social interest. Two of these community members will be appointed by the City Council,, City of Corpus Christi, two members will be appointed by the Commissioners Court Nueces County, and two members will be appointed by the Commissioner Court San Patricto County. Each governing body will appoint one of their original community member appointees to a two 1334348B5,doc 1 year term and the other appointee to a three year term. Subsequent appointments should be for a three year term. In addition, the following organizations may appoint members: City of Corpus Christi (1 member) Nueces County(1 member) San Patricio County(1 member) Port Industries of Corpus Christi (2 members) Texas A& M University—Corpus Christi (1 member) Texas A& M University—1Ungsville(1 member) Texas Commission on Environmental Quality, Region 14 (1 ex-officio/non-voting member) U. S. Environmental Protection Agency, Region VI (1 ex-officio/non- voting member) City of Corpus Christi lNueces County Health Department (1 ex officio/non-voting member) San Patricio Health Department(1 ex officiolnon voting member) 4. The Regional Health Awareness Board shall meet as frequently as necessary to effective carry out its-unction, but not less frequently than once each month'. 5. The meetings of the Regional Health Awareness Board will be open to the public, and posted under the Texas Open Meetings Act, Chapter 551, Texas Government Code. PMOBB5.doc 2 PARTICIPATION NOTICE hereby notify the Parties that the City of Corpus Christi, Texas, has approved participation in the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by lawful action of its governing body, a true copy of which is attached and incorporated in this Agreement. ��O 3 Samuel L. Neal, Jr. Date Mayor City of Corpus Christi $I COUNCIL„�r��:�K SE-WARY R3a3M4.doa PARTICIPATION NOTICE I hereby notify the Parties that the County of San Patricio, Texas, has approved participation in the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by lawful action its goveming body, a true copy of which is attached and incorporated in this Agreement. Tent'S' on ate / County,Judge County of San Patricio, Texas R34306M.doc PARTICIPATION NOTICE hereby notify the Parties that the County of Nueces, Texas, has approved participation in the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness, by lawful action of its governing body, a true copy of which is attached and incorporated in this Agreement. Terry 5hamsi Date County Judge County of Nueces, Texas, f. FILED SEP 2003 RNES ©NES c r , au 7 9 R3430BA4.doc RESOLUTION APPROVING THE AMENDMENT OF APPENDIX A, REGIONAL HEALTH AWARENESS BOARD, TO THE INTERLOCAL AGREEMENT TO PROMOTE COMMUNITY DIALOGUE ON REGIONAL HEALTH AWARENESS WITH NUECES AND SAN PATRICIO COUNTIES ` RELATING TO THE COORDINATION BETWEEN THE REGIONAL HEALTH AWARENESS' BOARD AND OTHER` CITY AND COUNTY BOARDS, COMMISSIONS,AND ADVISORY COMMITTEES Whereas,the.City Council by Resolution 025359 on June24, 2003, approved the Interlocal Agreement to Promote Community Dialogue on Regional Health Awareness with Nueces and San Patricio Counties; and Whereas,following the approval of the Interlocal agreement by the City Council, the Nueces County Commissioners'Court amended Appendix A, Regional Health Awareness Board,to the Interlocal agreement relating to the coordination between the Regional Health Awareness.Board and other City and County boards, commissions, and advisory committees; and Whereas,the substantive change made by the Nueces County Commissioners' Court requires the concurrence of the City Council and the San Patricia County Commissioners' Court; NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS: SECTION 1. The.City Council of the City of Corpus Christi approves the amendments to Appendix A, Regional Health Awareness Board; to the Interlocal Agreement to Promote Community.Dialogue on Regional Health Awareness as shown on Attachment A,which is attached to and incorporated into this resolution. ATTES • THE CITY OF CORPUS CH RI TI Armando Chapa amuel L. Neal, jr. City Secretary Mayor. APPROVED: le day of August, 2003. R. J eining Actlng43ity Attorney FW306D1.doa 0 254?3 INDEXED • t } ,2 . Corpus Christi, Texas Of , 2003 The above resolution was passed by the following vote: Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Melody Cooper [ _ Henry Garrett {} Bill Kelly 0 VXA-� Rex A. Kinnison Jesse Noyola Mark Scott R34306DlAoc 025423 APPENDIX A REGIONAL HEALTH AWARENESS BOARD 1. Mission of the Regional Health Awareness Board. To ensure that opportunities exist for quality dialogue by citizens of the coastal bend on the issues impacting health, safety, environment, and life quality. 2. How the Regional Health Awareness Board will function? The Regional Health Awareness Board will function as an independent oversight committee with advisory capacity to the various existing forums for community dialogue. The Board's charge is to ensure that opportunities exist for quality dialogue by citizens of Corpus Christi, Nueces County, and San Patriclo County on the Issues impacting health, safety,the environment, and life quality. The Board will serve as both (1)',a clearinghouse for ensuring that inquiries are addressed in the appropriate forum, and (2) an overarching quality control mechanism to ensure that performance based dialogue 1s available in all topical areas. The Regional Health Awareness Board will establish standards for effective dialogue and work with the various forums to ensure adoption of these standards. Additionally, Information from the Regional Health Awareness Board will be shared with the various forums on a regular basis. The forms will be encourage to return report key issues and progress back to the Regional Health Awareness Board. The City of Corpus Christi, Nueces County, and San Patrido County will require encourage their various boards, commissions, and advisory committees to coordinate their related activities with the Regional Health Awareness Board. Non-governmental organizations C NGO's')with related activities will be requested to enter into a letter of agreement with the Regional Health Awareness Board that outlines their willingness to work with the Board and participate in the Board's activities. Participation will include attendance at briefings on issues of common interest and the agreement to investigate and propose appropriate responses to those issues. 3. Who will be on the Regional Health Awareness Board? The Regional Health Awareness Board consists of Six members representing a cross-section of health, environmental, and social interest Two of these community members will be appointed by the City Council, City of Corpus Christi, two members will be appointed by the Commissioners Court Nueces County, and two members will be appointed by the Commissioner Court San Patricio County. Each governing body Will appoint one of their original community member appointees to a two EU430686.doc ATTACHMENT A 1 a year term and the.other'appointee to a three year term. Subsequent appointments should be for a three year term. In addition, the following organizations may appoint members: City.of Corpus Christi (1 member) Nueces County(1 member) San Patricio County(1 member) Port Industries of Corpus Chdsfi-(2 members) Texas,A& M University—Corpus Christi (1 member) Texas A&M University— Kingsville('! member) Texas Commission on Environmental Quality, Region 14 (1-ex officlolnon-voting member) U. S. Environmental Protection Agency, Region Vl (1 ex-offciolnon- voting member) City of Corpus Christi/Nueces County Health Department (1 ex-ofifclo/non voting member) San Patricia Health Department(1 ex-officio/non-voting member) 4. The Regional Health Awareness Board shall meet as frequently as necessary to effective carry out its function, but not less frequently than once each month. 5. The meetings of the Regional Health Awareness Board will be open to the public, and posted under the Texas Open Meetings Act, Chapter 551,Texas Govemment Code. 1134306W.doe 2 SUS Cb�� O � AGENDA MEMORANDUM i85a First Reading Ordinance for the City Council Meeting of September 24, 2013 Second Reading for the City Council Meeting of October 8, 2013 DATE: August 26, 2013 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director, Development Services Department MarkVV @cctexas.com (361) 826-3246 Closing a portion of a 10-foot wide utility easement out of Parkdale Village Annex and Lot 2, Parkdale Village Annex C CAPTION: Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Parkdale Village Annex and Lot 2, Parkdale Village Annex C and requiring the owner, TWF Partners, LLC., to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate a utility easement and allow for the future development of the subject property. BACKGROUND AND FINDINGS: TWF Partners, LLC. (Owner) is requesting the abandonment and vacation of a 1,826-square foot portion of a 10-foot wide utility easement out of Parkdale Village Annex and Lot 2, Parkdale Village Annex C, located west of South Staples Street and north of Everhart Road. The abandonment and vacation of the utility easement is being requested by the Owner because they are replatting both lots into one, and the 10-foot utility easement is located in the middle of the two lots being replatted. Staff recommends that payment of fair market value be waived in accordance with City Code of Ordinance Sec. 49-12. The Owner will be replatting said property and upon replatting will be dedicating a new utility easement (8,028 square feet). The proposed easement will be of equal or greater value to off-set the proposed abandonment and vacation of the existing 1,826-square foot easement. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owners' ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-13. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any facilities within or objections to the proposed easement closure. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ® Not applicable Project to Date Fiscal Year: 2012- Expenditures 2013 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Owner must dedicate to the City new utility easements of equal or greater value than the utility easements being released by the City in this easement closure action, in accordance with the Corpus Christi Code of Ordinances, Section 49-12, within 180 days of City Council approval of this ordinance so that the requirement of paying fair market value for the properties can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a portion of a 10-foot wide utility easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C and requiring the owner, TWF Partners, LLC., to comply with specified conditions. WHEREAS, TWF Partners, LLC. ("Owner") has requested the abandonment and vacation of a portion of a 10-foot wide utility easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, September 24, 2013 during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 1,826-square foot portion of a 10-foot wide utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of TWF Partners, LLC. ("Owner'), a 1,826-square foot portion of a 10-foot wide utility easement out of Parkdale Village Annex B and Lot 2, Parkdale Village Annex C, located west of South Staples Street and north of Everhart Road, as recorded in Volume 27, Page 67, and Volume 29, Page 12, of the Official Deed and Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, and Exhibit "B," which is a field notes map, are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Owner must dedicate to the City new utility easements of equal or greater value than the utility easements being released by the City in this easement closure action, in accordance with the Corpus Christi Code of Ordinances, Section 49-12, within 180 days of City Council approval of this ordinance so that the requirement of paying fair market value for the properties can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Prior to the permitting of any construction on the affected property, the Owners must submit up-to-date surveys, abstracted for all easements and items of record, to the Director of Development Services, or his designee. d. Owners must comply with all specified conditions of the ordinance within 180 days of City Council approval. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 20 ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor URBAN ENGINEERING Revised: August 30,2013 Job No.40889.B3.01 August 06,2013 10 Foot Wide Utility Easement Closure STATE OF TEXAS COUNTY OF NUECES Fieldnotes for the closure of a 10 foot wide utility easement,0.042 acres,more or less,over and across of Parkdale Village Annex"B",a map of which is recorded in Volume 27,Pg.67,Map Records of Nueces County,Texas and Lot 2,Parkdale Village Annex"C",a map of which is recorded in Volume 29,Page 12,Map Records of Nueces County, Texas;said easement being more fully described as follows: Commencing at a 1/2 inch iron pipe found on the North R-O-W line of Whataburger Way,a public roadway,for the Southeast corner of said Lot 2,same being the Southwest comer of said Parkdale Village Annex"B",thence North 28°50'30"East, 10.00 feet to the Point of Beginning and for a point in the Southwest boundary of this easement; Thence,North 61°09'30"West,with the said Southwest easement line,5.00 feet,to the Southwest comer of this easement; Thence,North 28°50'30"East, 185.57 feet,to the North comer of this easement; "Thence,South 31'06'10"East,passing the Southeast line of said Lot 2 and the Northwest line of said Parkdale Village Annex"B", 11.55 feet,to the East a corner of this casement; Thence,South 28°50'30"West, 179.61 feet,to the South corner of this easement; "Thence,North 63'05'13"West,5.00 feet,to the Point of Beginning,containing 0.042 acres(1,826 Sq.Ft.)of land, more or less. Bearings are based on the recorded plat of Iarkdale Village Annex"C",a map of which is recorded in Volume 29, Page 12,Map Records of N ueces County,Texas. Unless this fieldnotes description,including preamble,seal and signature,appears in its entirety,in its original form,surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of Tract described herein. URBAN ENGINEERRV Dan L.Urban,R.P.L.S. License No.4710 ��..Yt�t6lttttltt...[tt.tti.tttt a DAN LEE URBAN \\7...:.......47'!tit....., .,t.: V7 - EXHIBIT A S:\Surveying\40889\8301\FNIOUE.doc Page I of 1 (361)854-3101 2725 SWANTNER DR.• CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urbaneng.com TBPE Firm#145 F mar N ��° � 3 z� d 6° �•..��� ntor Go S M ° i o ti•�a Go ° oit s C kP � � �:,p �•o � �� 07 .P moo/ P /,i \ o o ,o(ry c �lp� S I lT i f O� o° e P RQ �C o'/ s/y 4+P.nd Ln_olf�, / �gaT�s �j� °�/o/ C Pr r rl¢ Por °c y `JU 'r 9 a/O/ Q O ��i Oei J /.oc 17 ✓c J`ton 2) ° ✓ • o°/o D c oc y a c 'a mss "q, a a / 2 Location Map N.T.S. � \ o G as \` �j h + a 0 N ° W e ° h� Z � yry� Q° cap oy°00 00 LINE BEARING DISTANCE L1 N61409 30 5.00 L2 S31 e06'10 E 11.55 L3 N6.T05'1 3V 5.00 90' 60' 30' 0' 60' 120' Sketch to Accompany t-e0' F'IELDNOTES for the closure of a 10.00 foot wide utility easement, more or less, over and across of Parkdale Village Annex "B", a map of which is recorded In Volume 27, Pg. 67, Map Records of Nueces County, Texas and Lot 2, Parkdale Village Annex "C", a map of which Is recorded In Volume 29, Page 12, Map Records of Nueces County, Texas. URBA DATE: AF;ust 5, 2013 ENGINEERING SCALE: 1 408 JOB NO.: 40889.63.01 CORPUS CHRISTI, TEXAS SHEET: 1 Of 1 EXHIBIT B Fjm Na 141 2725 s mall s1.,Copus M*11 1X 78+a DRAWN BY: RLG PWim•(J61)&-4-J101 FAX(J61)&'W-6001 02013 by Urban Engineering SC 0 'MORPpRR��' is AGENDA MEMORANDUM Future Item for the City Council Meeting of September 24, 2013 Action Item for the City Council Meeting of October 8, 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP @cctexas.com (361) 826-3227 Amendment to Ad Valorem Collections Contract with Nueces County CAPTION: Motion approving an amended agreement for ad valorem tax collection services with Nueces County at an annual per parcel rate established by Nueces County and continuing from year to year unless canceled. PURPOSE: The Tax Assessor-Collector for Nueces County has reviewed and updated the existing contract with the City of Corpus Christi for ad valorem tax collection services to reflect current tax collection practices and conformance to the current Property Tax Code. BACKGROUND AND FINDINGS: In the 1980's, the City of Corpus Christi contracted with Nueces County for collection of its ad valorem taxes. The original contract was amended in 1992. The Tax Assessor- Collector for Nueces County updated the existing contract to reflect current tax collection practices and conformance to the current Property Tax Code. The City's Legal Department has reviewed the amended contract and approves the revisions made. The City of Corpus Christi agrees to pay Nueces County a per parcel rate for all parcels on our certified tax roll that are located in Nueces County. For Fiscal Year 2013-2014, the City of Corpus Christi is projected to have 131,231 parcels at a cost of $1.4432 per parcel. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: • Legal Department FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense ❑ Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - $ 200,000 - $ 200,000 Encumbered/Expended amount of(date) - - - - This item - $ 189,393 - $ 189,393 BALANCE - $ 10,607 - $ 10,607 FUND(S): General Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amended Agreement for Ad Valorem Tax Collection Services Letter from Kevin Kieschnick, Nueces County Tax Assessor-Collector 1 ueces Counly Crrrrrtlrouse ` Administration 901 Leopard, "idle 301 � OF (301) 888-0307 Corpus Christi, TX 78401 (361) 888-0308 Assessor and Collector ql'74xes �RECEIVE[) Y M nagere offic AUG 3 201,E August 8, 2013. i Mr. Ronald Olson City Manager City of Corpus Christi 1201 Leopard Corpus Christi, Texas 78401. Re: New Collection Contracts for 2013 Tax Year Dear Mr. Olson; Enclosed is a copy of the new collection contract for your review and signature. The contracts have been updated to reflect the current tax collection practices, and to conform to current property tax code. I am available to meet with you and your governing, body to answer any questions you may have, and to go over details of the contract as needed. It is our intention. to have these contracts in place effective October 1st, or as soon as possible thereafter. If you wish to schedule an appointment, you may call me at 361-888-0230, or email me at kevin. ies hnic a co.nueces.t ,us, It is a privilege and honor to serve you in this capacity. 1 Sincerely,.__-, ..W........... Kevin Kieschnick Nueces County Tax Assessor-Collector J act.,. worw*h le �realac�rty...�t rtser Ccc��rstration 3r B rr �cCter�e cr�t Voice (36()888-X 459 (361)888-0230 (361)888-0404 .. 1 fiax (3rd 1)888-0482 (361)8,18-0218 (361 888-033.9 i IC(DPSTATE OF TEXAS § COUNTY OF NUECES § AMENDED AGREEMENT FOR AD VALOREM TAX COLLECTION SERVICES THIS AMENDED AGREEMENT made and entered into this day of 2013, by and between the county of Nueces (hereinafter called "County") a political subdivision of the State of"Texas and City of Corpus Christi (hereinafter called "Taxing Entity") duly organized and existing Linder the laws of the State of Texas, each acting herein by and through its duly authorized official. WITNESSE`I H: WHEREAS, "TAXING ENTITY and County previously entered into an agreement for collection of TAXING ENTITY'S taxes; WHEREAS, TAXING ENTTTY and County desire to amend its previous agreement by hereby superseding and replacing such agreement in its entirety with this Amended Agreement for Ad Valorem Tax Collection Services; WHEREAS, TAXING ENTITY desires that the Nueces County Tax Assessor- Collector assess and collect taxes on behalf of TAXING ENTITY, and WHEREAS, the parties by entering into this agreement eliminate the potential duplication of the existing system for collection of taxes and promote governmental efficiency; and WHEREAS, the parties enter into this agreement pursuant to the authority granted. by sections 6.23, 6.24, 6.3 0, TEXAS PROPERTY TAX CODE.,, and TEXAS GOVERNMENT CODE CFI. 791, known as the Interlocal Cooperation Act; NOW, THEREFORE, for purposes stated herein, it is mutually agreed as follows: TAXING ENTITY and County in consideration oi'the mutual covenants and agreements herein contained, hereby agree to supersede and replace its previous agreement in its entirety with this Amended Agreement for Ad Valorem Tax Collection. Services as set out herein. 1 . DEFINITIONS: "Collection Activity" is defined as assessment, collection, disbursement, and any other function associated with levying and collecting current and delinquent taxes as required by Texas Property Tax. Code. "Current taxes" are defined as ad valorem property taxes legally due and payable without penalty and interest. Per Parcel Rate Agreement Page 1 "Delinquent taxes" are defined as ad valorem property taxes which have not been received by the County on or before January 31" of any given tax year and on which penalty and interest are due. II . REGULATIONS AND LAWS: This agreement shall be subject to all rules, regulations and laws applicable thereto passed or promulgated by the United States of America, State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized representative or agent of them. 111 . PERFORMANCE 1. Effective from and after October 1, 2013,. the County ofNueces acting by and through its Tax Assessor-Collector shall act as Tax Assessor-Collector and collect ad valorem taxes for the TAXING ENTITY under the provisions of sections 6.23 (a) (4) and 6.24, Texas Property Tax Code, for a term of one (1) year commencing on October 1, 2013,. and continuing from year to year until written notice of cancellation is given by either party as provided in paragraph III (3) herein. 2. The County Tax Assessor-Collector shall have full authority, within the terms of this contract, and shall assess all of the real and personal property, in accordance with the laws pertaining thereto, located within the boundary of TAXING ENTITY subject to taxation. Tlie County Tax Assessor-Collector is authorized and directed, and shall vigorously collect all current and delinquent taxes of TAXING ENTITY, including taxes previously assessed by TAXING ENTITY. The collection of said taxes, both current and delinquent, shall be done in accordance with the Texas Property Tax Code and all other laws or regulations pertaining to property tax collections. In the event any provisions of this contract are inconsistent with the requirements of the law, the requirements of the law shall control, and the Tax Assessor Collector shall discharge the duties in accordance therewith. 3. This contract shall be in full force and effect from year to year until such time as either party hereto gives written notice of cancellation. If notice of cancellation is given between. January I" and June 30"' of any given year, the effective date of cancellation for assessment purposes is the following January Is'. The effective date of cancellation for the purpose of tax collections is the July 31' following the effective date of cancellation for assessment. If notice is given between July 1 st and December 315c of any given year, the effective date of cancellation for assessment purposes is October I sz of the following year. The effective date of cancellation for collection purposes is July 31- of the year following the notice date. For example, if notice of cancellation is given on April 30, 2010, the effective date of cancellation is January 1, 2011, for assessment purposes and July 1, 2011, for collection purposes. Likewise, if notice of cancellation is given on October Per Parcel Rate Agreement Page 2 31, 2010, the effective date of cancellation is October 1, 2011, for assessment purposes and July 1, 2011, for collection purposes. Until such respective effective dates of cancellation are initiated, the assessment and collection of the TAXING ENTTTY taxes by the County shall be continued as hereby provided. In all cases, the County will be duly compensated by the 'TAXING ENTITY for all services performed. 4. In the event of cancellation of this contract by withdrawal by either party, a data file of property tax data pertaining to property within the TAXING ENTITY shall be prepared by the County through the Tax Assessor-Collector and delivered to the"TAXING ENTITY. TAXING ENTITY will reimburse the County for the cost of such preparation. IV. SERVICES TO BE PERFORMED: 1. The County through the Tax Assessor-Collector shall vigorously collect current and delinquent ad valorem property taxes owing the TAXING ENTITY. The County further agrees to perform. for"TAXING ENTITY all the duties relating to Collection Activity of ad valorem taxes for TAXING ENTITY provided by the laws of the State of Texas. 2. The County agrees to prepare consolidated tax statements for each taxpayer. The County shall mail said tax statements to each taxpayer or authorized agent on property within TAXING ENTITY. The County shall collect delinquent taxes in accordance with the 'Texas Property Code and accepted collection practices. 3. TAXING ENTITY hereby designates the Tax Assessor-Collector of the County ofNueces as its tax collector for all purposes under the Texas Property Tax Code. 4. The County shall supply TAXING ENTITY with monthly and annual reports as required by the State Property Tax Code . Additional requests for reports by the TAXING ENTITY must be made in writing and must allow sufficient time for adequate response. The monthly and annual reports shall include at a minimum the following information: total tax collected including penalty and interest, discount, refunds, cumulative collections, less discounts and any other information as required by the State Property Tax. Code. 5. The County will prepare an annual property tax. Collection.Activity operational. budget, which will include all expenditures incurred in the property tax collection process for the previous year. This will be used as basis for independent audits of the property tax collection operation and for establishing the following year "per parcel" costs. 6. The County will apply equal effort in the assessments and collections of property taxes for the parties to this Agreement. Per Parcel Rate Agreement Page 3 7. The County will permit the taxpayer, in the event payment of less than the consolidated bill is tendered, to apply the payment as the taxpayer desires, in compliance with State law. In the absence of"the expression of any preference as to application of payment, the payment will be applied in compliance with State law. 8. Waiver of penalty and interest shall be in accordance with the Texas Property Tax Code as amended (or other applicable law). Penalties and interest on any account will be waived if it is established that delinquency was caused by direct action or inaction of the Tax Office and if the tax is paid not later than the 2 1 st day [or any other date as established by an amended'I"exas Property Code §33.011(a)(1)] after the date the taxpayer knows of should know of the delinquency. All other waivers, either partial or in whole, oil any account shall only be applied upon receipt of written instructions from the 'TAXING UNIT. q. The County will limit the tirne frame allowed for installment payment agreement on delinquent property taxes owing to TAXING ENTITY to no more than thirty six months. 10. Interest payments required as a result of untimely processing of refunds are not considered reimbursable expenses. V. PAYMENT": PER PARCEI, I. Amount of Paymen The TAXING ENTITY agrees to pay the County a per parcel rate for all parcels on the TAXING ENTITY certified tax roll that are located in Nueces County. This fee is established as an estimate by which the collection process for the respective year will be initiated. The County Tax-Assessor Collector will provide written notification to the TAXING ENT"I"TY of the per parcel rate no later than August 15`1'prior to the start of the collection year. At the end of the collection year, the County agrees to analyze property tax Collection Activity expenditures to determine"actual per parcel" costs. A copy of this analysis will be provided to the TAXING ENTITY, which will be authorized, to examine source data to confirm "actual per parcel" costs quoted in the County analysis. TAXING ENTITY agrees to pay County any deficit identified upon determination of"actual per parcel" costs. The County agrees to reimburse the TAXING ENTITY, costs charged to 'TAXING ENTITY but found to be excessive of the"per parcel" costs. Excess costs, which are herein defined as "any amount charged to but not expended in the property tax collection process," must be established by independent audit and must provide substantive data that specifically identifies items charged that are not applicable to the property tax Per Parcel Rate Agreement Page 4 collection process of the TAXING ENTITY. The cost of this independent audit will be shared equally by the participating entities. 2. Method of Payment The TAXING ENT"IT"Y will pay at the end of each month the per parcel rate for each parcel collected during that month. The County will include the number of accounts collected in a monthly report to the TAXING ENTITY. By August 31" of each collection year, the TAXING ENTITY will remit to the County, the balance of fees for parcels identified in the TAXING ENTITY current year tax roll but which have not been thereby collected. 3. Source of pay ent Payments by the parties for services under this Agreement shall be made from current revenues of the parties. VI. REMITTANCE OF COI_LECT"ION: I. Current and delinquent taxes collected for the TAXING ENTITY shall be remitted to the TAXING ENTITY not later than 24 hours from the time of County processing the transaction. Processing refers to physical deposit of payment in financial institution used by County. 2. The County agrees to certify to the TAXING ENTITY that all deposits in the County's depository shall be fully collateralized in accordance with the appropriate law requirements for the County. All refunds and amounts applicable for returned checks will be withheld by the County from current collections and will be annotated on the appropriate report. VII. PERFORMANCE STANDARDS AND REQUIREMENTS The County agrees to make every effort to collect 87 percent of the net collectible of the current ad valorem taxes assessed and levied on behalf of the TAXING ENTITY by February Is' of each year and 94 percent of the net collectible ad valorem taxes assessed and levied on behalf of the TAXING ENTITY measured over the collection calendar as set out in the Property Tax. Code, October I" through September 30"' VIII. ADMINISTRATIVE PROVISION: I. All expenses incurred by the County for property tax Collection Activity shall be clearly kept on the appropriate books and records. The TAXING ENTITY or their designated representative, after notifying the County in writing, is authorized. to examine the records to be kept by the County at such reasonable times and intervals as the County deems fit. Per Parcel Rate Agreement Page 5 2. In the case that the 'TAXING ENTITY changes or amends any portion of the data submitted to the County, after the County begins processing such data for collection of the TAXING ENTITY taxes, the TAXING ENTITY will pay the additional costs resulting from such changes and/or amendments. IX. MISCEI.A.,ANEOUS PROVISIONS: 1. The TAXING ENTITY agrees to transfer to the possession and control of the County, without charge, copies of all records necessary for the performance of the duties and responsibilities of the County pursuant to this Agreement. These records shall include all tax records, including tax rolls or records available to the TAXING ENTITY. Transfer and format costs shall be incurred by the TAXING ENTITY. 2. The County shall not be liable to the TAXING ENTITY for any failure to collect taxes. Nor shall the County Tax Assessor-Collector be liable unless the failure to collect taxes results from willful or intentional failure on the County Tax Assessor-Collector's part to perform the duties imposed upon that office by law and by this Agreement. 3. Every year the County Tax-Assessor Collector shall designate and notify the TAXING ENTITY ofa specific date by which the TAXING ENTITY should have its tax rate established. If the TAXING ENTITY has not established the tax rate as required by law each year by the date designated by the County Tax Assessor-Collector, the TAXING ENTITY will pay the costs of mailing its tax bills for that year. If such a delay creates a condition that requires the County to isolate handling of the TAXING EN'T'ITY tax collection data, the County may present the TAXING ENTITY an option of paying the additional costs of special handling or declaring this Agreement null and void by thirty (30) days written notice from the Tax Assessor-Collector. Deadlines as set out in paragraph III, 3 are not herein applicable for purposes of this paragraph. 4. Authorized refunds to property owners will be made on the same check for all taxing units contracting for assessment and collection services. Such refunds include, but are not limited to, late exemption claims, clerical errors, overpayments, etc. The amount of the TAXING ENTITY refund shall be deducted from current receipts or, if none are available, such refunds will be remitted by the TAXING ENTITY to the County within seven (7) days of written notification of such sums due. X. DELINQUENT TAXES: 1, Pursuant to Section 6.24 of the Texas Tax Code, the TAXING ENTITY hereby authorizes the County by and through the County's Tax Assessor-Collector to collect delinquent taxes for the 'TAXING ENTITY as provided herein. Per Parcel Rate Agreement Page 6 2. The County of Nueces is authorized to contract for the employment of an attorney to enforce the collection of delinquent taxes pursuant to Section 6.30 of the "Texas Property Tax Code. Said attorneys shall have full authority to represent the TAXING ENTITY within the terms of said contract, including compensation. XI. SOVEREIGN IMMUNITY: It is expressly understood and agreed that, in the execution of this Agreement, neither the County nor TAXING ENTITY waives its sovereign immunity in the exercise of its governmental powers and functions. XII. AMENDMENTS: Any amendments, alterations, deletions or waiver of the provisions of this Agreement shall be valid only when expressed in writing and agreed to by official action of the governing bodies of both parties. All amendments concerning or affecting an increase in the amount of payment or costs under this Agreement shall be effective only if they are agreed upon on or before October 1 of the year in which they are to become effective. XIII. GENERAL, PROVISIONS: I. Cost Containment: Increases to the property tax collection working budget must be predicated on budget items essential to the property tax collection operation. 2. Notices: Except as otherwise provided in this Agreement, all notices required or permitted. herein shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, to the party's office or usual mailing address. Notices to the County shall. be sent to the attention of the County Judge with a copy to the County "Tax Assessor- Collector. 3. Parties Bound: This Agreement shall be binding upon the parties, their legal representatives, successors and assigns. 4. Copies: This Agreement is executed in multiple copies, any one of which, or a true copy thereof, shall have the same evidentiary value. Per Parcel Rate Agreement Page 7 5. Completeness It is understood and agreed that the entire Agreement of the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. h. Severability The provisions of this Agreement are severable. If any paragraph, section, subdivision, sentence, clause or phrase of this Agreement is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of law, such decision shall not affect the remaining portions of the Agreement. However, upon the occurrence of such event, either party may terminate this Agreement by giving the other party thirty (30) days written notice. Deadlines as set out in paragraph III, 3 are not herein applicable for purposes of this paragraph. [REMAINDER. OF PAGE INTENTIONALLY LEFT BLANK:] Per Parcel Rate Agreement page 8 IN WITNESS HERIEOF these presents are executed by authority of the governing bodies of the respective parties hereto binding the parties. ATTEST: TAXING ENTITY Secretary "title: Date: ATTEST: COUNTY OF NUECES Diana T. Barrera County Clerk Samuel Loyd Neal, Jr. County Judge Date: ..-..--------- Nueces County 'fax Assessor-Collector Date: , T • r' /° Per Parcel Rate Agreement Page 9 �a 0 AGENDA MEMORANDUM CORPOR 11 1852 Future Item for the City Council Meeting of September 24, 2013 Action Item for the Citv Council Meetina of October 8. 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Refunding of Corpus Christi Business and Job Development Corporation Arena Bonds CAPTION: Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. PURPOSE: The purpose of this agenda item is for the approval by the City Council of a resolution that the Corpus Christi Business and Job Development Corporation passed on September 16, 2013 to refinance the Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project) at a lower interest rate to save money on future debt payments. BACKGROUND AND FINDINGS: On December 1, 2002, the Corpus Christi Business and Job Development Corporation (i.e., the Corporation) issued $49,185,000 of sales tax revenue bonds with an interest rate ranging from 3.25% to 5.50% to fund the construction of a multi-purpose arena and the maintenance and operating costs of the arena. These were 20-year, tax-exempt bonds with a 10-year par call feature — meaning that for 10 years, the bond holders are guaranteed payment of interest on those bonds without early repayment by the Corporation. Once the 10 years pass, then the issuer (i.e., the Corporation) could "call back" those bonds to either refinance them or to pay off the debt. The 10-year call date occurred on September 1, 2013. It is estimated that refunding the outstanding balance of $33,915,000 will result in a net present value savings of approximately $2.9 million or 7.602% at a true interest cost of 3.56%. Two actions were needed by the Corporation to effectuate this transaction: (1) approval of the financing team including the financial advisor, the bond counsel, and the underwriting team; and (2) approval of the resolution authorizing the issuance of the baseball stadium refunding bonds. Both actions occurred at the September 16, 2013 monthly meeting of the Corporation. The financing team for this transaction involves three parties: the financial advisor, bond counsel, and the underwriters. On September 16, 2013, the Corporation authorized the appointment of M. E. Allison & Co., Inc. as financial advisor; Fulbright & Jaworski L.L.P. as bond counsel; Hutchinson, Shockey, Erley & Co., Inc. as Senior Underwriter, and FTN Financial and Robert W. Baird & Co., Inc. as Co-Managers for the Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project). The Corporation also approved a resolution to authorize the issuance of the refunding bonds. The resolution delegates to the President, Vice President, Secretary, the Executive Director of the Corporation, or the City Manager of the City of Corpus Christi the authority to effectuate the sale of the refunding bonds when market conditions so warrant, subject to satisfying specific parameters. City Council action is now needed to approve the resolution voted upon by the Corporation. ALTERNATIVES: The alternative would be to take no action on the refunding of the bonds. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: Financial Services Legal Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget- Debt Payments - - $ 45,406,582 $ 45,406,582 Encumbered/Expended amount of(date) - - - - This item - - $ 42,118,052 $ 42,118,052 BALANCE - - $ 3,288,530 $ 3,288,530 FUND(S): Fund 1130"Arena Facility Fund" Comments: The $3,288,530 noted above represents savings in debt payments by refunding the arena bonds for the remaining life of the bonds — through September 1, 2025. This represents a net present value savings of $2,875,763. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS RELATING TO "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2013 (ARENA PROJECT)"; APPROVING THE RESOLUTION OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF SUCH BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Corpus Christi Business and Job Development Corporation (the Corporation) was created by the City of Corpus Christi, Texas (the City), pursuant to the provisions of Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly Section 4A of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated Article 5190.6, as amended) (collectively, the Act) and a resolution of the City Council of the City approved on September 27, 2000; and WHEREAS, the Board of Directors (the Board) of the Corporation heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of $49,185,000 designated as "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding and Improvement Bonds, Series 2002 (Arena Project)", dated December 1, 2002, stated to mature on September 1 in each of the years 2013 through 2025 in the principal amount of$33,690,000 (the Refunded Obligations); and WHEREAS, the Board intends to issue an aggregate principal amount of$ in sales tax revenue refunding bonds the proceeds of which will be utilized to provide for the (i)refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the sales tax revenue refunding bonds; and WHEREAS, pursuant to the provisions of Section 501.213 of the Act, the Board is authorized to issue sales tax revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the deposit of the proceeds from the sale of the sales tax revenue refunding bonds will be deposited directly with any designated escrow agent which is not the depository bank of the Board; and WHEREAS, Section 501.204 of the Act requires the City Council of the City to approve the resolution of the Corporation providing for the issuance of the Bonds not more than sixty (60) days prior to the delivery of the sales tax revenue refunding bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 52981582.2 SECTION 1: The Resolution authorizing the issuance of $ "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project)" (the Bonds), adopted by the Corporation on September 16, 2013 and submitted to the City Council this day (a copy of which is attached hereto as Exhibit A and incorporated herein by reference for all purposes, the Corporation Resolution), is hereby approved in all respects. The Bonds are being issued to provide for the (i)refunding of the Refunded Obligations and (ii)payment of the costs of their issuance. SECTION 2: The approvals herein given are in accordance with Section 501.204 of the Act, and the Bonds shall never be construed an indebtedness or pledge of the City or the State of Texas (the State), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act) or any other revenues of the Corporation, the City, or the State, except those revenues assigned and pledged by the Corporation Resolution. SECTION 3: The City hereby agrees to promptly collect and remit to the Corporation the Gross Sales Tax Revenues (as defined in the Corporation Resolution) in accordance with the terms of the Corporation Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed on behalf of the Corporation. SECTION 4: The City hereby acknowledges and recognizes that the Bonds are being issued as tax-exempt obligations under and pursuant to the provisions of the Internal Revenue Code of 1986, as amended and the proceeds of sale of such Bonds may be deposited with the City following their receipt by the Corporation and the City may have partial or full control and responsibility with respect to the maintenance and operation of the project refinanced with the proceeds of the Refunded Obligations and the investment and disbursement of the proceeds of sale of the Bonds. Therefore, as a result of the foregoing, the City hereby makes the following representations and warranties to the Corporation: A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date of physical delivery of the Initial Bonds in exchange for the payment of the agreed purchase price for the Bonds. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. 52981582.2 -2- Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds (including 52981582.2 -3- property financed with Gross Proceeds of the Refunded Obligations) or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 52981582.2 -4- (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. 52981582.2 -5- K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the Corporation has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The Corporation has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. L. Elections. The City hereby directs and authorizes the Mayor, City Manager, City Attorney, City Secretary, or any Designated Financial Official (as defined in the Corporation Resolution), either or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 5: The Sales Tax Remittance Agreement, dated as of August 1, 2001, between the Corporation and the City (a copy of which is attached hereto as Exhibit B, the Remittance Agreement) provides for the transfer of the Sales Tax (as defined in the Corporation Resolution) from the City to the Corporation for use by the Corporation as security for its bonds issued for the Project (as defined in the Corporation Resolution). As the Bonds refund the Refunded Obligations, which were originally issued to finance the Project, the City hereby finds that the Bonds are also bonds issued for the Project. As a result, the City hereby affirms, ratifies, and approves the validity and enforceability of the Remittance Agreement for so long as the Bonds (or any bonds issued to refund the Bonds)remain outstanding. SECTION 6: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 8: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 9: If any provision of this resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 10: It is officially found, determined, and declared that the meeting at which this resolution is adopted was open to the public and public notice of the time, place, and subject 52981582.2 -6- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 11: This Resolution shall be in force and effect from and after its passage on the date shown below. [The remainder of this page intentionally left blank.] 52981582.2 -7- PASSED AND ADOPTED, this October 8, 2013. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF OCTOBER, 2013: City Attorney Exhibit A— Corporation Resolution Exhibit B — Sales Tax Remittance Agreement 52981582.2 S-1 THE STATE OF TEXAS )( COUNTY OF N UECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 8th day of October, 2013, authorizing the issuance of the Corpus Christi Business and Job Development Corporation's Sales Tax Revenue Refunding Bonds, Series 2013 (Arena Project), which resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the day of October, 2013. City Secretary (CITY SEAL) 52981582.2 S-2 EXHIBIT A Corporation Resolution See Tab No. 52981582.2 A-1 EXHIBIT B Sales Tax Remittance Agreement See Tab No. 52981582.2 B-1 �a 0 AGENDA MEMORANDUM CORPOR 11 1852 Future Item for the City Council Meeting of September 24, 2013 Action Item for the Citv Council Meetina of October 8. 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP @cctexas.com (361) 826-3227 Refunding of Corpus Christi Business and Job Development Corporation Baseball Stadium Bonds CAPTION: Resolution by the City Council of the City of Corpus Christi, Texas relating to "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project)"; approving the resolution of Corpus Christi Business and Job Development Corporation authorizing the issuance of such bonds; and resolving other matters incident and related to the issuance of such bonds; and providing an effective date. PURPOSE: The purpose of this agenda item is for the approval by the City Council of a resolution that the Corpus Christi Business and Job Development Corporation passed on September 16, 2013 to refinance the Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project) at a lower interest rate to save money on future debt payments. BACKGROUND AND FINDINGS: On April 1, 2004, the Corpus Christi Business and Job Development Corporation (i.e., the Corporation) issued $24,565,000 of sales tax revenue bonds with an interest rate ranging from 2.00% to 5.00% to fund the construction of a baseball stadium. These were 14-year, tax-exempt bonds with an 8-year par call feature — meaning that for 8 years, the bond holders are guaranteed payment of interest on those bonds without early repayment by the Corporation. Once the 8 years pass, then the issuer (i.e., the Corporation) could "call back" those bonds to either refinance them or to pay off the debt. The 8-year call date occurred on September 1, 2012. Since that time, we have been monitoring the municipal bond market and the potential savings that can be realized from refunding these bonds. Although the market has been fluctuating and municipal bond interest rates have been rising since the beginning the year, there are savings to be realized at this time by refinancing the outstanding balance of $8,145,000. It is estimated that refunding will result in a net present value savings of $502,425 or 5.803% at a true interest cost of 1.79% over the remaining life of the bonds until September 1, 2017. The sales tax revenues pledged to repay these bonds expires in April 2018; thus the life of the bonds cannot extend beyond this date. Two actions were needed by the Corporation to effectuate this transaction: (1) approval of the financing team including the financial advisor, the bond counsel, and the underwriting team; and (2) approval of the resolution authorizing the issuance of the baseball stadium refunding bonds. Both actions occurred at the September 16, 2013 monthly meeting of the Corporation. The financing team for this transaction involves three parties: the financial advisor, bond counsel, and the underwriters. On September 16, 2013, the Corporation authorized the appointment of M. E. Allison & Co., Inc. as financial advisor; Fulbright & Jaworski L.L.P. as bond counsel; Hutchinson, Shockey, Erley & Co., Inc. as Senior Underwriter, and FTN Financial and Robert W. Baird & Co., Inc. as Co-Managers for the Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project). The Corporation also approved a resolution to authorize the issuance of the refunding bonds. The resolution delegates to the President, Vice President, Secretary, the Executive Director of the Corporation, or the City Manager of the City of Corpus Christi the authority to effectuate the sale of the refunding bonds when market conditions so warrant, subject to satisfying specific parameters. City Council action is now needed to approve the resolution voted upon by the Corporation. ALTERNATIVES: The alternative would be to take no action on the refunding of the bonds. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: Financial Services Legal Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget- Debt Payments - - $ 9,250,556 $ 9,250,556 Encumbered/Expended amount of(date) - - - - This item - - $ 8,748,131 $ 8,748,131 BALANCE - - $ 502,425 $ 502,425 FUND(S): Fund 1140"Economic Development Fund" Comments: The $502,425 noted above represents savings in debt payments by refunding the baseball stadium bonds for the remaining life of the bonds — through September 1, 2017. This represents a net present value savings of $472,686. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS RELATING TO "CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION SALES TAX REVENUE REFUNDING BONDS, SERIES 2013 (BASEBALL STADIUM PROJECT)"; APPROVING THE RESOLUTION OF CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AUTHORIZING THE ISSUANCE OF SUCH BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Corpus Christi Business and Job Development Corporation (the Corporation) was created by the City of Corpus Christi, Texas (the City), pursuant to the provisions of Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly Section 4A of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated Article 5190.6, as amended) (collectively, the Act) and a resolution of the City Council of the City approved on September 27, 2000; and WHEREAS, the Board of Directors (the Board) of the Corporation heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate principal amount of $24,565,000 designated as "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Bonds, Series 2004 (Baseball Stadium Project)", dated April 1, 2004, stated to mature on September 1 in each of the years 2014 through 2017 in the principal amount of$8,300,000 (the Refunded Obligations); and WHEREAS, the Board intends to issue an aggregate principal amount of$ in sales tax revenue refunding bonds the proceeds of which will be utilized to provide for the (i)refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the sales tax revenue refunding bonds; and WHEREAS, pursuant to the provisions of Section 501.213 of the Act, the Board is authorized to issue sales tax revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the deposit of the proceeds from the sale of the sales tax revenue refunding bonds will be deposited directly with any designated escrow agent which is not the depository bank of the Board; and WHEREAS, Section 501.204 of the Act requires the City Council of the City to approve the resolution of the Corporation providing for the issuance of the Bonds not more than sixty (60) days prior to the delivery of the sales tax revenue refunding bonds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 52981584.2 SECTION 1: The Resolution authorizing the issuance of $ "Corpus Christi Business and Job Development Corporation Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project)" (the Bonds), adopted by the Corporation on September 16, 2013 and submitted to the City Council this day (a copy of which is attached hereto as Exhibit A and incorporated herein by reference for all purposes, the Corporation Resolution), is hereby approved in all respects. The Bonds are being issued to provide for the (i)refunding of the Refunded Obligations and (ii)payment of the costs of their issuance. SECTION 2: The approvals herein given are in accordance with Section 501.204 of the Act, and the Bonds shall never be construed an indebtedness or pledge of the City or the State of Texas (the State), within the meaning of any constitutional or statutory provision, and the owner of the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act) or any other revenues of the Corporation, the City, or the State, except those revenues assigned and pledged by the Corporation Resolution. SECTION 3: The City hereby agrees to promptly collect and remit to the Corporation the Gross Sales Tax Revenues (as defined in the Corporation Resolution) in accordance with the terms of the Corporation Resolution and the Act to provide for the prompt payment of the Bonds, and to assist and cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed on behalf of the Corporation. SECTION 4: The City hereby acknowledges and recognizes that the Bonds are being issued as tax-exempt obligations under and pursuant to the provisions of the Internal Revenue Code of 1986, as amended and the proceeds of sale of such Bonds may be deposited with the City following their receipt by the Corporation and the City may have partial or full control and responsibility with respect to the maintenance and operation of the project refinanced with the proceeds of the Refunded Obligations and the investment and disbursement of the proceeds of sale of the Bonds. Therefore, as a result of the foregoing, the City hereby makes the following representations and warranties to the Corporation: A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date of physical delivery of the Initial Bonds in exchange for the payment of the agreed purchase price for the Bonds. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. 52981584.2 -2- Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds (including 52981584.2 -3- property financed with Gross Proceeds of the Refunded Obligations) or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 52981584.2 -4- (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. 52981584.2 -5- K. Current Refunding of the Refunded Obligations. The Bonds are issued, in part, to refund the Refunded Obligations, and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the Corporation has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The Corporation has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. L. Elections. The City hereby directs and authorizes the Mayor, City Manager, City Attorney, City Secretary, or any Designated Financial Official (as defined in the Corporation Resolution), either or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 5: The Sales Tax Remittance Agreement, dated as of April 1, 2004, between the Corporation and the City (a copy of which is attached hereto as Exhibit B, the Remittance Agreement) provides for the transfer of the Sales Tax (as defined in the Corporation Resolution) from the City to the Corporation for use by the Corporation as security for its bonds issued for the Project (as defined in the Corporation Resolution). As the Bonds refund the Refunded Obligations, which were originally issued to finance the Project, the City hereby finds that the Bonds are also bonds issued for the Project. As a result, the City hereby affirms, ratifies, and approves the validity and enforceability of the Remittance Agreement for so long as the Bonds (or any bonds issued to refund the Bonds)remain outstanding. SECTION 6: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 7: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 8: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 9: If any provision of this resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 10: It is officially found, determined, and declared that the meeting at which this resolution is adopted was open to the public and public notice of the time, place, and subject 52981584.2 -6- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 11: This Resolution shall be in force and effect from and after its passage on the date shown below. [The remainder of this page intentionally left blank.] 52981584.2 -7- PASSED AND ADOPTED, this October 8, 2013. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS DAY OF OCTOBER, 2013: City Attorney Exhibit A— Corporation Resolution Exhibit B — Sales Tax Remittance Agreement 52981584.2 S-1 THE STATE OF TEXAS )( COUNTY OF N UECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 8th day of October, 2013, authorizing the issuance of the Corpus Christi Business and Job Development Corporation's Sales Tax Revenue Refunding Bonds, Series 2013 (Baseball Stadium Project), which resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the day of October, 2013. City Secretary (CITY SEAL) 52981584.2 S-2 EXHIBIT A Corporation Resolution See Tab No. 52981584.2 A-1 EXHIBIT B Sales Tax Remittance Agreement See Tab No. 52981584.2 B-1 4 AGENDA MEMORANDUM Public Hearing/First Reading for the City Council Meeting of September 24, 2013 ^ p Second Reading for the City Council Meeting of October 8, 2013 DATE: August 22, 2013 TO: Ronald L. Olson, City Manager FROM: Pete Anaya, P.E., Director of Planning and Environmental Services PeteAn @cctexas.com (361) 826-3781 Public hearing to accept the Corpus Christi Joint Land Use Study Background Report and adoption of the Corpus Christi Joint Land Use Study (JLUS) as an element of the Comprehensive Plan CAPTION: Ordinance accepting the NAS Corpus Christi Joint Land Use Background Report and amending the Comprehensive Plan of the City of Corpus Christi by adopting the NAS Corpus Christi Joint Land Use Study; providing for repeal of conflicting ordinances; providing for severance; and providing for publication. PURPOSE: To create compatible land use surrounding NAS CC airports (including Waldron and Cabaniss Fields) and CC International Airport for public safety and military sustainability. BACKGROUND AND FINDINGS: In 2007, the Office of Economic Adjustment (OEA) of the Department of Defense nominated Corpus Christi to receive a Joint Land Use Study Grant. The OEA indicated that the Navy was in the process of preparing a study of flight zones based on a new T-6 Trainer which would gradually replace the existing T-34 Trainer. The Navy presented the flight zone study to City Council in May 2011. The title of the flight zone study was the 2009 Air Installation Compatible Use Zone Study for Naval Air Station Corpus Christi, Texas. Shortly thereafter the City applied for and received an OEA JLUS Grant for $237,500. The total value of project was estimated to be $264,862 with a City in-kind match of 12%. A JLUS Policy Committee was approved by City Council containing seven members for the purpose of providing project oversight, assisting with consultant selection, and to satisfy the grant requirement to "accept"the final product of the Corpus Christi Joint Land Use Study. The Policy Committee consisted of: the Mayor, a City Councilperson, NAS CC Base Commander, the Nueces County Judge, a Vice President of Texas A&M CC, and two Planning Commissioners. Concurrent with establishment of the JLUS Policy Committee, the City Manager appointed a Technical Working Group (TAG) for the purpose of assisting with consultant selection and August 22, 2013 Pagel reviewing and commenting on consultant work products prior to forwarding the information to the JLUS Policy Committee. The Technical Advisory Group consisted of representatives from over 15 different city departments, local public or semi-public or private agencies. Some of these included: Legal Department TxDOT Aviation Department Corpus Christi Chamber of Commerce Department of Intergovernmental Affairs Builders Association Corpus Christi Area Development Services Department Corpus Christi Regional Economic Planning and Environmental Services Development Corporation Nueces County Appraisal District Texas A&M University Corpus Christi Nueces County Port of Corpus Christi San Patricio County Corpus Christi Board of Realtors In October 2011, the City Council approved a contract to hire Matrix Design Group with a local consultant liaison of 3DD Results. Major recommendations contained in the NAS Corpus Christi Joint Land Use Study include: • Inside City limits the creation of Military Compatibility Area (MCA) Overlays that address four subzones: • Safety — appropriate uses under flight zones; • Height — height of new structures to prevent obstructions hazards to aircraft; • light and glare — ground lighting must not create a hazard to aircraft or control towers; and • noise — mitigation of aircraft noise inside of new buildings. • Outside City limits the JLUS recommends reestablishment of the Joint Airport Zoning Board or establishment of an Airport Zoning Commission. • Acquisition by the Navy of City owned Clear Zone land is recommended. • Amend Future Land Use Plans for compatibility near airports • Rezone property near the four airports as necessary to achieve greater compatibility. • Work with local school districts to develop school master plans that address compatibility under flight zones. • Develop a plan for annexation of lands near Cabaniss Field to achieve compatibility. • Develop a plan to identify preferable locations for siting of alternative energy development. • Develop a Memorandum of Agreement between NAS Corpus Christi and TAMUCC to formerly coordinate development. • Develop a web based electronic military compatibility tool. • Pursue grant funding through the Navy's REPI program for conserving environmentally sensitive areas near the airports. • Pursue grant funding through the Navy's REPI program for the sale of city owned clear zone land to the Navy. • Enhance notification prior to executing land sales/lease agreements. • Process for including NASCC review/comment on development applications within MCAs. • NASCC development of a mid-air collision avoidance pamphlet. • Educational information on how electronic devices can interfere with airport operations. August 22, 2013 Page 2 • Training for area agencies concerning the National Telecommunication and Information Administration Spectrum XX1 training. • Development of a frequency spectrum ordinance. • Update the city noise ordinance. • Educational program on building construction techniques to reduce interior noised from over flights. • Pursue amendments to Chapter 241 of the Local Government Code to address potential threats to air operations from alternative energy developments. • Amend the Unified Development Code to including measures to prevent light and glare within MCAs. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Corpus Christi Policy Statements, Economic Development, Military Installations, D. City polices concerning areas adjacent to military airports should be consistent with Air Installation Compatible Use Zones (AICUZ). EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Joint Land Use Policy Committee acceptance on May 9, 2013 Planning Commission recommended acceptance of the NAS CC JLUS Background Report and adoption of the NAS CC JLUS on July 31, 2013 FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2011- Expenditures 2012 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: NA August 22, 2013 Page 3 RECOMMENDATION: Acceptance of the NAS CC JLUS Background Report and adoption of the NAS CC JLUS LIST OF SUPPORTING DOCUMENTS: Planning Commission Minutes PowerPoint Executive Summary Ordinance with: Exhibit A JLUS Background Report; and B JLUS August 22, 2013 Page 4 July 31, 2013 Planning Commission Minutes IV. 12. PRESENTATION, PUBLIC HEARING AND POSSIBLE ACTION TO ACCEPT THE JOINT LAND USE STUDY BACKGROUND REPORT AND TO RECOMMEND CITY COUNCIL ADOPTION OF THE JOINT LAND USE STUDY AS AN ELEMENT OF THE CITY'S COMPREHENSIVE PLAN Mr. Payne stated Staff has previously presented several presentations on the Joint Land Use Study and several commissioners were involved as members of the sub-committee. Mr. Payne referenced the two booklets that were placed at the commissioners' seating. Mr. Payne explained that one book was The Joint Land Use Study Background Report and the second booklet was the Joint Land Use Study. Mr. Payne stated the purpose of the Joint Land Use Study was to provide local governments with guidance on creating compatible land uses near and around the four airfield facilities within the city — Naval Air Station, Waldron Field, Cabaniss Field and the Corpus Christi International Airport. Mr. Payne continued that ensuring compatible land uses surrounding military facilities is a major goal of the Department of Defense and the City of Corpus Christi is one of approximately 50 Joint Land Use Studies that have been conducted. Mr. Payne concluded his presentation by stating that all recommended changes have been incorporated in both documents and Staff recommends City Council acceptance of both the JLUS Background Report and the Joint Land Use Study as an element of the City's Comprehensive Plan. After Staffs presentation, the floor was opened for discussion and comments by commissioners. A question was asked of what was the Planning Commission's role in tonight's action and Mr. Payne stated that the commission would review rules pertaining to properties inside the city limits and rules and issues pertaining to properties outside the city limits would be regulated by the Airport Joint Board. After a brief discussion, the public hearing was opened. Captain David Edgecomb re-addressed the commission. Captain Edgecomb stated that the JLUS has been a process that involved both county and city officials. Captain Edgecomb reiterated that the point of the JLUS was a way for the military and the City to protect the public, and at the same time, help complete the mission. Captain Edgecomb stated the JLUS has been a good process and an excellent way to move forward toward the ultimate goal of completing the mission. Jennie Cross, Chamber of Commerce, 1501 North Chaparral, addressed the commission. Ms. Cross stated the JLUS has been a great collaboration and she hoped the Planning Commission will support it. After all comments and discussion concluded, the public hearing was closed. Chairman Nadkarni called for a motion. Motion to approve accepting the Joint Land Use Study Background Report and recommend City Council adoption of the Joint Land Use Study as an element of the City's Comprehensive Plan was made by Commissioner Hamilton and seconded by Commissioner Guerra. Motion passed with Commissioners Adame and Lippincott absent. � ' i� "' �, �i `��' l ; �I '; '� /� ,:/� o� �/��j�/ �i _, � !� t�r����r�����6«�a�a %�� 1 � � '�„ r� � +, �1 i ��� �., �����1�� �� IN�VIduIIIIII�IVI,I,U�((iIII(°VIII190iVgilluliiilfi�oii " a��iiY° y p � i r a ,� ��� VN u ��� �� i ,�, ` � �f C .�' �' ,� � iw� ����r f���r,� � M,.... ��id�i mia ��� um ,, �� a r ,��n l % �" � � I 0 .I ,0 L O CL J:: •_ O i ca a� CL ca -0 40J O _ •O ca i -0 -0 •O c •0 `n co J (A (3) •— +-a O cn Q N E a� U •— aro u j Q v X '- ._ z u u w o ._ s W C GIICI I 166"t 000`l o, V W i Ja, W 1� W �7;W Wl lrrylx�"NW,yW. / 1 My" '""Wa q AL r wtlw" 1vW,, WW ��"w,y�g�,N�* and�a �lY/ �i�"f W"�Wn' W'Wr`'aW ✓' Wra �i wr W:, '441 t f a. ff re 5r %"% r 4 f /� r �l?Wmq; Nj�w ^WNW � All M epo X^ W W 1 I1WW W WN® �„ wµ W of by y A/ ,�k iµ f /�rir/%i/%O//G% A p //ri/ �Iryry f, Ap 10 u f W N PM r I� r 6 1 Wry ' ' fl �� / %�°w��j��r�i� 0, W �/ wu riff / "MUD rj j/ � o * , d� !k old' of �I i" "i� lf % Al Sp NP l)< hi 9 J" 7 f bN p W WY„ . g FAR buo V L H V E E O •- %&..o O E O tw V A 0 O m ._ O x w V M M M CC V a V M E mmo mmo m O 3 •i Vf � � r O p p V � •N Q o% � cn V V cia � cn V v O O CL O N N 4 0 i s N.D CL Q 3 m X O on Z Z a a H cn m Moon U � � U pp t � o U U C � O � U }' U � U •� 0 4-JO i fa can cn ca � V O U C: 0 r. a_+ a--+ N — +-+ LM 4-J � 4-J'� � � 4-J te p E t�A ■ ■ '■ ■ ■ ■ C: r ._ •0 _ CU • O r. 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I/ al Sri f � j� J d%% w ��i �/,�:.:, ✓/"'Jr r:"�R �Rw J✓ .'. �1�J rW.,,. � � �'�z �iO q�� /,�� .�� �%/�i/,� ^rM ,+'.?uvA AV /.. � . / / i� l � i�,r// • err'//%r��%f���� %' 1Jo ,I • r f i • �%/ �f ��, %use ff��� I�V��u f U • %i % , ro/err r 1 ' • • • #; • � ' �, � /�����((��(�l���t�ll�l(J�;f�//�y a�',i'^�a i � ";i��� �i i i a i i � iii �,�i�r, � �iI��M�lil �,, ii��,' � Na r I � ///// � , � �, l n a^� � �-� � � �iir f /�j l /% -� 'j 1 i j �� r � �� �. �°" r ,� � �i r � / /% �, f % r f���iir , -,,,, ��l�f���� , , i ����y„ ° �F �1�«��d� �� 'u�i� � � i �" �i� I �„� j f�,iu� ,Yi�j /if �1��� ��� � �/ �`� iwc' a j �ui� d� � � VIA ���u- u �w� • ��ii�i�i uuuuu��� �p���ull��V�V�Vidmll��i�filVdll tduduuu�iudioulhuump iii/ �'g�ew rma��J �'�� 'i� �I puu a m�i�i �V��up u � �ji�rruir�a� „ �!'� ,� %err�'i �, �o/rrG����r� Vll i r i//��%��” �� B� ��;� i f F % I� iii 0 l 1 i O Ordinance accepting the NAS Corpus Christi Joint Land Use Study Background Report and amending the Comprehensive Plan of the City of Corpus Christi by a d o p t i n g the NAS Corpus Christi Joint Land Use Study ; providing for repeal of conflicting ordinances; providing for severance; and providing for publication. WHEREAS, with proper notice to the public, the Joint Land Use Policy Committee on May 9, 2013, accepted the Corpus Christi Joint Land Use Study Background Report and recommended the Corpus Christi Joint Land Use Study be forwarded to the City Planning Commission for public hearing and recommendation to City Council for adoption as an element of the City's Comprehensive Plan; WHEREAS, the Planning Commission has forwarded to the City Council its report and recommendation concerning the NAS Corpus Christi Background Report and NAS Corpus Christi Joint Land Use Study, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, July 31, 2013, during a meeting of the Planning Commission and on Tuesday, September 24, 2013, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience, and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The NAS Corpus Christi Joint Land Use Study Background Report is accepted by City Council as shown as Exhibit "A", attached to and incorporated by reference into this ordinance. SECTION 2. The NAS Corpus Christi Joint Land Use Study is adopted as an element of the Comprehensive Plan of the City of Corpus Christi Texas Comprehensive Plan as shown as Exhibit "B", attached to and incorporated by reference into this ordinance. SECTION 3. To the extent that the amendment made by this ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendment made by this ordinance. SECTION 3. The Comprehensive Plan, as amended from time to time, except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. SECTION 6. Publication shall be made in the official publication of the C ity of Corpus Christi as required by the City Charter of the City of Corpus Christi That the foregoing ordinance was read for the first time and passed to its second reading on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor 'j�it; ;j i ,Y o � ��� �!� / ,�'/� �� u�u r,�IS��i k�� � � � i�iii ,,,,,; , > > ,�// �� .. /i� iiiiiiil//// ,,,///��/%/iia////%....... � r �. I�.ww, /��iii i��//�jiiiii///�� 1 ��i% iii; ,,,,; ���� �� /,, i 1���,,, ��,;� ;%/ ,�j; ff�f� , , ' � �/////r ,,,a �. ,� ����, ,; ���j, i��� �� f�If ;,,, ���f , , ,;,,,,; � �� :,,. �i���i_ ui i � � r �r�rr»r� ���� � � . • � � � . • . . � '• �� / iii� �i %i,,. The Naval Air Station Corpus Christi (NASCC) Joint Land Use Study (JLUS) '°�� was conducted as a collaborative planning effort led by the City of Corpus Christi, and in partnership with Nueces County and NASCC. The intent of this planning effort is to establish and foster an on-going working . relationship among NASCC and its neighboring communities. The JLUS was undertaken in � an effort to develop a set of recommendations that would prevent or mitigate encroachment in the areas i surrounding the four airfields that � NASCC uses for their military training missions. The four airfields are geographically separated and include: IIII IIII IIIIIIII IIIIIII� °°°1111°°°IIII IIIIIIIIIIIII f�� IIII IIII����I IIII����I IIII IIII����I • NASCC Truax Field r �� ��%��������1��))) • NASCC Cabaniss Field � �� r ��p� / /DG/ ,,� The JLUS planning process was designed • NASCC Waldron Field , �jj�j%� to create a locally • Corpus Christi International fr relevant plan that builds Airport (CCIA) consensus and obtains r , support from the various The term encroachment refers stakeholders involved. to incompatible uses of land, air, The general public was water, and other resources that may r»� ���� ' instrumental in the individually or cumulatively impact , -- � � development of this the military's ability to carry out its JLUS by providing their training mission. perspective and feedback, both in the JLUS public forums, public hearings, and The JLUS recommendations help through the use of the interactive project website (www.ccjlus.com). protect the installation's military The project had two committees comprised of stakeholder representatives that mission, and the public health, provided guidance and direction into the development of the study. Specifically, safety, quality of life, and community the Policy Committee provided project oversight, guidance, and decision-making, economic stability. and the Technical Advisory Group assisted in the identification and assessment of compatible use issues, the development of recommendations, and the overall report development. 2 1��l IR. The heart of the NASCC JLUS is the set of over 50 recommended o strategies that address compatibility issues. Because the NASCC II III III III "111 11 014 JLUS is the result of a collaborative planning process, the recommendations represent a true consensus plan; a realistic The city, with assistance from NASCC, should establish and coordinated approach to compatibility planning developed • with the support of stakeholders involved throughout the process. partnerships with existing conservation organizations, such as members of the Texas Conservation Alliance One of the recommended strategies is the establishment for recovery, enhancement, and/or mitigation credits of a JLUS Coordinating Committee. This committee would that apply to wetlands and other natural areas. be responsible for oversight of, and monitoring of, the • Develop and distribute Bird Aircraft Strike Hazard implementation and execution of the JLUS recommendations. (BASH) educational materials. Through this committee, local jurisdictions, NASCC, and their . Develop a process to include an ex-officio partners will be able to continue and strengthen their working relationship and partnership. representative of NASCC to participate on the city's Planning Commission. Key recommended strategies include: • Provide notification prior to executing land sale/lease agreements, such as real estate disclosure statements, to � f be included in all future land transactions within the MCA. P-III, Am UII IIC E • NASCC should develop a Midair Collision Avoidance Pamphlet. The pamphlet, electronic media, and / or • Develop a Dark Sky Zoning Ordinance to address night website should address potential frequency interference training mission requirements. from wind turbines and include instructions on Visual • Update the Corpus Christi Comprehensive Plan Future Flight Rules squawking and how to make an aircraft Land Use Element and develop a Military Sustainability visible to air traffic control and other air traffic. Element to address land use compatibility near military and civilian airports. ` AcQuisi f"'III III III • Collaborate with each of the five school districts that are proximate to military or civilian airports to modify • Develop a plan for annexation of lands south of and develop School District Master Plans that address Cabaniss Field to assure compatibility. compatible development under flight patterns. • Pursue grant funding through the Navy's REPI Program • Modify the Corpus Christi Future Land Use Plan / Map for the purpose of conserving environmentally sensitive consistent with JLUS recommendations. areas near the installation and outlying fields. • Develop a plan to identify preferable locations for the siting of alternative energy development. MEMORANDUMS OFAGI I "III° �t: • Develop an interactive web based electronic military Develop an MOA between NASCC and TAMUCC to compatibility tool to proactively assess if issues exist formally coordinate NASCC as part of the future or may occur in the future. development review process in order to identify if proposed development on campus may pose IIIIIIIII "' IIII IIr'll missponibility concerns that could impact the military n� • Develop an MOA between NASCC, CCIA, Nueces County • Establish a Land Use Military Compatibility Area (MCA) and San Patricio County to encourage and /or require Overlay District within the Corpus Christi Unified developers to consult with NASCC and CCIA during Development Code. the early stages of planning for future wind turbine • Update and amend the Corpus Christi Unified development. Development Code to add Commercial Compatible and The City of Corpus Christi, in collaboration with Industrial Compatible Districts. Nueces County and NASCC, should seek review of • Consider rezoning undeveloped lands around Cabaniss all renewable energy permit applications that may Field with compatible uses per 2009 AICUZ guidelines. affect air operations via the DOD Clearinghouse • Review applications for FAA Part 77 compliance when Review and the FAA Obstruction Evaluation process to permitting for tall structures such as cell towers and ensure compatibility with military and civilian airport wind turbines. operations. • NASCC will encourage local wind farm developers to enter into an MOA to outline efforts and actions to minimize interference with military operations. 3 . . 1111111 mall ii mmimm�li MO / f` UECES BAY // ' III,No it / UU8&dq �8U °p"a�„� ffff or /p„ •, •f% � UO�iJU.,, Urryo- �r���iy � N'�xgF�awr .;,.Ilr-, Corpus C„hr►st►��I�� Uo-„�N7 rk ��U .�., li � � U � Interna#►onaliA�r ort �� �y; �b � `' ` / II// u19Ji 1°N404 / / u .. s �h ri . II r, II / i III o / / / I / NALF Caban►ss � l ',�,r,' / / a / I / III / I / / , / / I I / / / t / / Y r / f / / / i / / I / / / / r / r I r r � r I / / / / / / / iii ...... / / Legend � � � �� ��� r%%✓ �'�'�, MCA Overla y Unincorporated Area / / of Existing Light Subzone Runway 9 9 IllllIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlIlI l llli Safety Subzone Future R unway Vertical Obstruction Subzone Highway I //a I C7 / Noise Subzone °'” ,��"" Major Road 1 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIJII / / O / City Boundary Minor Road a / / i I / / r / I I / i 4 II I...�........IIII 1111 A II°I Y CO M IF " ...........IIII 1111 1111' I1111111111 The term Military Compatibility Area (MCA) is used to formally SAIIFETY SUBMIMES would serve as areas where designate a geographic area where military operations may land use types and densities / intensities within the impact local communities, and conversely, where local activities Clear Zone and Accident Potential Zones 1 and 2 could may affect the military's ability to carry out its mission. An MCA be regulated to prevent incompatible development. was proposed for each of the airfields associated with NASCC training mission. These airfields include: 1MIII5IF: SUBMIMES includes all lands located • NASCC Truax Field off-installation that fall within the noise contours greater than 65 dB DNL noise levels associated with military and • NASCC Waldron Field civilian aircraft activities. Residential developments and • NASCC Cabaniss Field other noise sensitive land uses within this MCA subzone • Corpus Christi International Airport (CCIA) may be subject to sound attenuation measures to reduce interior noise impacts and to achieve a maximum The MCAs for the four airfields consist of the following four interior noise level of 45 DNL. In addition, residential distinct geographic subzones: densities are proposed to be regulated within this area. VEIR TlCA1 l,,,, I S TIIRUCT101M SUBMIMES The JLUS recommends that the height of all structures and buildings within the area be regulated as defined by FAA guidance and Navy AICUZ instructions known as imaginary surfaces. The Vertical Obstruction Subzone is intended to denote the importance of following the FAA imaginary surfaces with regard to structure height and is not intended to reduce or change FAA guidance with regard to maximum height of structures. NAS Corpus Christi 11,,,III G II°°1 T SUB' III IIF:B address areas that may generate »�IU�NY�uuu,o� ambient light and the direction of light that have the potential to affect night training missions. The Light CA l�L �P���a�lr�� Subzones are comprised of a one mile buffer around C7 D .; the perimeter of each military airfield and up to five C3 s C 7 � ,'°��Uydrrrr111 6 °��i miles around the perimeter of CCIA. This MCA, with associated subzones, is recommended to be the proposed MCA Zoning Overlay District. The MCA � . Zoning Overlay District is proposed to be implemented through the City of Corpus Christi Unified Development of Code and the proposed Joint Airport Zoning Board Zoning Ordinance. Several of the recommended JLUS y, strategies are associated with the areas bounded by the MCA and / or the MCA subzones. NALF Waldron 5 MO NUECES BAY kill //G////// „I Agrtea St �1 opus° hrisfi���' �,.,` <, ,,,,, �g�� �nternat►onali%4►rport � /, a mil'� „� / / o West Faint Rd Je vv ., o us Chri . .,. / r i � 3 / , / ,,NALF Caban►ss / i r 357 O / / r / / r a r r 1, / / / r / / / e / sC o n / / / u t > / / r , I / / o / / / , / r r / / / / o r / / / / / / / / / / r i , / r r / / / r EMOMEW/01 I / / / Legend i JAZB Boundary City Boundary / Y Y Y ED D / JAZB Light Subzone Unincorporated Area r� t u / r i I r r JAZB Safety Subzone Highway Y / / / r� JAZB Vertical Subzone ,""' ,""" Major Road / 1 r JAZB Noise Subzone Minor Road r / III �l % r _ / 1 6 Ingleside , IIII IIII �AAI 1 1111 IIII�� IIII���' IIII�� "I II r ' ��� IIS,�A'AI IIII IIIISJI IIII IIII�� IIII �������m IIIIsi�l' I IIII I...�.......IIII..........IIII����������IIII������ Co IIII IIII 'IIII IIIII��� IIII����������IIII��''A1111 Section 241.014 of the Texas State Local Government Code allows jurisdictions "to whose benefit an airport is used in the interest of the public or in which an airport owned or operated by a defense agency of the federal government or state is located" to create a "joint airport zoning board" (JAZB). As an entity, the board has the power to adopt, administer, and CORPUS CHRISTI BAY enforce compatible land use regulations within a statutorily defined area. As per statute, the area of authority can extend no farther than a rectangle bounded by lines located no farther than 1.5 statute miles from the centerline of an instrument or primary runway and lines located no farther than five statute miles from each end of the paved surface of an instrument or primary runway. The recommended subzones within the JAZB Controlled Compatible Area are the areas corresponding to the safety zones, noise contours, NAS Us Cor Christi vertical obstruction hazards areas, and light p protection areas, referred to as the MCA subzones for the areas within city limits, that extend into Nueces and San Patricio counties within the C A YC1 jurisdictional area of the JAZB. D EL so Per Texas Local Government Code Chapter 241, the II City of Corpus Christi and Nueces and San Patricio counties could reconstitute the JAZB to regulate through zoning the type of land use, building requirements, and height restrictions within the 22j, Controlled Compatible Land Use Areas (Controlled Area) for CCIA, Waldron Field, and Cabaniss Field. The areas for which the JAZB would have regulatory .� QC authority per state statute are illustrated in the figure to the left. NALF Waldron �n^ LAGUNA 7 r (i rf Yr I " IIU r` Yr Several JLUS resources providing different levels of information are available to the II public, elected and appointed officials, and the military. These resources provide an overview of the JLUS process, detailed information on NASCC and the overall study area, an assessment of existing compatibility issues, and the recommended implementation plan. The resource documents include: aP .JOINT LAND USE STUDY(.JLUS) REPORT Is The JLUS Report presents an overview of the JLUS planning process, purpose and objectives of the study and the recommended implementation plan. The report presents 16 a concise description of the following: • JLUS project study area, including NASCC associated airfields used for their training mission; • Corpus Christi region, its demographic profile and market trends; IN IN • Compatibility Assessment of the factors and encroachment issues identified during the JLUS process; and N w • Set of recommended strategies to mitigate or prevent encroachment ml and proactively achieve land use compatibility. .JLUS BACKGROUND REPORT The NASCC JLUS Background Report provides the technical background and detailed compatibility assessment that was used to identify issues and develop JLUS recommendations. u .JLUS EXECUTIVE SUMMARY BROCHURE The JLUS Executive Summary Brochure serves as a quick reference describing the purpose of a JLUS and providing an overview of the key JLUS recommendations. 8 d AGENDA MEMORANDUM oaPOwR,k Future Item for the City Council Meeting of September 24, 2013 2852 Action Item for the City Council Meeting October 8, 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(a)-cctexas.com (361) 826-3169 Michael Morris, Director of Parks and Recreation michaelmo(cD-cctexas.com (361) 826-3464 Purchase of Pickup Trucks CAPTION: Motion approving the purchase of five (5) pickup trucks from Philpott Motors, Nederland, Texas for a total expenditure of $143,901.25. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds have been budgeted by the Parks and Recreation Department in FY 2013- 2014. PURPOSE: To be used for beach rescue and beach maintenance. Four (4) of the units are replacements to the fleet and one (1) is an addition to the fleet in order to add more trash routes on the beach. BACKGROUND AND FINDINGS: Not applicable. ALTERNATIVES: CNG engines are available in Ford F150 2-wheel drive pickup trucks, but only in a 3.7 liter, V-6 engine. The pick-up trucks needed for the beach operations are 4-wheel drive and are configured with a 5.0 liter, V-8 engine. An F250 (3/4 ton) pickup is available in a 4-wheel drive, V-8 engine configuration, but this size truck does not work well on the beach due to its heavier weight and suspension design. OTHER CONSIDERATIONS: The closest CNG fueling station to the island is the City's Service Center at Holly and Ayers Streets. Commuting to and from the Service Center to fuel with CNG will result in approximately 260 hours of lost productivity annually and an additional 12,000 miles each year on the five vehicles combined. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $175,000.00 $0 $175,000.00 Encumbered / Expended Amount $0 $0 $0 This item $143,901.25 $0 $1437901.25 BALANCE $317098.75 $317098.75 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PICKUP TRUCKS BUYER: GERALD GOODWIN TLGPC CONTRACT NO. 358-10 PHILPOTT MOTORS NEDERLAND, TEXAS UNIT TOTAL ITEM DESCRIPTION JQTY. I UNIT PRICE PRICE 1 Ford F-150 XLT Super Crew 4x4 pickup truck 5 1 Each $28,780.25 $143,901.25 TOTAL: $143,901.25 d AGENDA MEMORANDUM oaPOwR,k Future Item for the City Council Meeting of September 24, 2013 2852 Action Item for the City Council Meeting of October 8, 2013 DATE: September 24, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(a-)-cctexas.com (361) 826-3169 Debbie Marroquin, Director of Gas Operations debbiem(cD-cctexas.com (361) 855-6924 Freightliner Truck with Pressure Digger Body CAPTION: Motion approving the lease-purchase of one (1) Freightliner truck with pressure digger body from Freightliner of Houston, Houston, Texas for a total amount of $285,809.00. The award is based on the cooperative purchasing agreement with the Houston-Galveston Area Council of Governments (HGAC). Funding is available from the city's lease-purchase financing contractor. PURPOSE: To be used by the Gas Department to install the sacrificial anodes that provide cathodic protection to steel gas mains throughout the City. BACKGROUND AND FINDINGS: This unit will be an addition to the fleet. Due to aging infrastructure, the steel gas mains require additional cathodic protection and increased replacement of depleted anodes. Since the quantity of anode replacements and new anode installations is increasing, the current drill truck is not sufficient to keep up with the workload. This type of specialty equipment needs constant preventative maintenance and frequent repair which results in long downtime periods. During this time, an additional pressure digger is needed to keep up with the TRRC/PHMSA-mandated repair deadlines. There is also a need for two trucks to be utilized to keep up with the anode installation workload during the peak anode installation period, which is happening more frequently due to the increased cathodic protection needs on aging steel gas mains. ALTERNATIVES: The expected service life of this vehicle is 15 years. The table below contains the projected 15- year life-cycle-cost of each of the indicated engine types. The diesel engine proves to be the most cost effective option, costing $33,292 less over the vehicle's 15-year life cycle. Type of Engine Purchase Price Cost of Fuel Over 15 Years 15-Year Life ($1.22/diesel-gal.-equivalent for CNG& Cycle Cost $3.12/ al.of diesel CNG $345,836 $21,230 $367,066 Diesel $285,809 $47,965 $333,774 Difference: $33,292 OTHER CONSIDERATIONS: Financing for the lease-purchase of the Freightliner truck with pressure digger body is based on a sixty-month term with an estimated interest rate of 2.18% for an annual payment of $60,385.56. The total estimated cost over the five-year period, including principal of $285,809.00 and interest of$16,118.78, is $301,927.78. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Gas Department. FINANCIAL IMPACT: x Operating ❑ Revenue x Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $134,883.33 $266,702.87 $401,586.20 Encumbered / Expended Amount $0 $0 $0 This item $35,224.91 $266,702.87 $301 ,927.78 BALANCE $99,658.42 $99,658.42 Fund(s): Gas Fund Comments: The $35,224.91 financial impact shown above represents seven (7) months of payments that will be encumbered through the end of this fiscal year. The remaining $266,702.87 for the last fifty-three (53) months of the lease-purchase payments will be requested for future fiscal years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION HGAC CONTRACT NO. HT11-12 BUYER: GERALD GOODWIN FREIGHTLINER TRUCK WITH PRESSURE DIGGER BODY Houston Freightliner, Inc. Houston, Texas UNIT EXTENDED ITEM DESCRIPTION QTY.1 UNIT PRICE PRICE 2013 Freightliner M2-106 Cab/Chassis with 1 Highway Model HM-38 Pressure Digger Body with 1 Each $285,809.00 $285,809.00 the following options: 4.5" Internally Sealed Dry Kelly Bar System and Auger Adapter for Kelly Bar. TOTAL: $285,809.00 SC j2 AGENDA MEMORANDUM Action Item for the City Council Meeting of 10/8/13 DATE: 9/27/2013 TO: Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager— Business Support Services wes p(a)cctexas.co m 361.826.3082 Motion to Approve Modifications to U.S. Coast Guard Project Ground Lease. CAPTION: Motion to reconsider the existing ground lease between the City of Corpus Christi and the FDL- CC, LLC and approve requested modifications to ground lease to accommodate requirements imposed upon FDL-CC, LLC by their lender. PURPOSE: Make a motion to reconsider the existing ground lease between the City of Corpus Christi and the FDL-CC, LLC and approve requested modifications to ground lease to accommodate requirements imposed upon FDL-CC, LLC by their lender. BACKGROUND AND FINDINGS: On February 12, 2013 City Council approved a ground lease between the City and FDL-CC, LLC to develop a facility to house the U.S. Coast Guard (USCG) - Corpus Christi Sector at the Corpus Christi International Airport. Since that time, FDL-CC, LLC has been negotiating a lease for the facility with the General Services Administration (GSA) of the federal government. A lease agreement was finalized in late August, 2013 contingent upon completion of environmental work at the proposed site. The GSA has notified FDL-CC, LLC that they are ready to execute the government lease on behalf of the USCG. The only outstanding item to be completed is for FDL-CC, LLC to secure financing for the project. FDL-CC, LLC is in the final stages of securing their financing and has requested certain modifications to the ground lease with the City that are being required by their lender. The modifications are minor in nature and do not impact the original business deal that was adopted by previous Council action. The proposed modifications include: - Adding language that prohibits FDL-CC, LLC from using terms and conditions in the City ground lease to avoid compliance terms of either the lease with GSA or the FDL-CC, LLC's construction financing agreement. - Modifying the term of the agreement to provide for the ability to opt out of - Language added to "Termination Rights" section to provide FDL-CC, LLC's lender the ability to cure any default caused by FDL-CC, LLC prior to City terminating the ground lease. - Minor modifications to definitions that are a result to the modifications described above. ALTERNATIVES: Deny the request to reconsider the existing ground lease between the City of Corpus Christi and the FDL-CC, LLC. Such action could impair FDL-CC, LLC's ability to finance the project. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY/ NON-EMERGENCY: Emergency Item DEPARTMENTAL CLEARANCES: - Legal - Finance - Airport - Assistant City Manager - City Manager FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2011- Expenditures 2012 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: The proposed modifications have no financial impact. RECOMMENDATION: Staff recommends Council approve a motion to reconsider the existing ground lease between the City of Corpus Christi and the FDL-CC, LLC and approve requested modifications to ground lease to accommodate requirements imposed upon FDL-CC, LLC by their lender. LIST OF SUPPORTING DOCUMENTS: Agreed Modification — USGC Ground Lease Lease Agreement— USGC Ground Lease (April 2013) AGREED MODIFICATIONS TO GROUND LEASE THE STATE OF TEXAS § COUNTY OF NUECES § THESE AGREED MODIFICATIONS TO GROUND LEASE are agreed to on 2013,by and between the CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation, known herein as "Landlord,"and FDL—CC,LLC, a Texas limited liability company,known herein as"Tenant." Landlord and Tenant are sometimes collectively referred to herein as the "Parties" and,in the singular, as a"Party." WITNESSETH: WHEREAS, the Parties previously entered into that certain Ground Lease dated April 14, 2013 (the "Lease"),pursuant to which Landlord agreed, subject to the terms and provisions set forth therein,to lease such parcel of land to Tenant and to grant specified rights and privileges in connection therewith; WHEREAS,in connection with Tenant's financing of the development and construction contemplated under the terms of the Lease, Tenant's lender has requested that certain modifications be made to the Lease in order to clarify the respective rights,duties and obligations of the Parties,insofar as the same affects or otherwise concerns the sublease of such parcel of land by the General Services Administration; and WHEREAS,in furtherance thereof,the Parties now desire to modify certain terms and provisions of the Lease as hereinafter provided. NOW,THEREFORE,for and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Conflicts with Government Lease. In the event of any conflict or inconsistencies between the terms,provisions and requirements of the Lease and the terms,provisions and requirements of the Government Lease with respect to the use and occupancy of the Premises and Tenant's obligations to be performed under the Government Lease, the terms,provisions and requirements of the Government Lease shall govern and control; provided, however, in no event shall Tenant be excused from the payment to Landlord of any rents or other charges reserved under the Lease or from its goals to use local construction resources,as set forth in Section 1(c) of Exhibit A to the Lease. All rights,remedies and privileges afforded either Landlord or Tenant under the terms and provisions of the Lease(including those afforded to or exercisable by the Director on behalf of Landlord)shall in all events be subject to any limitations or restrictions thereon arising under or created by the terms and provisions of the Government Lease, so long as the Government Lease is in effect. Further, Tenant shall not be required to cause the Government-Tenant to obtain and maintain any insurance policies or coverage,to indemnify any Landlord-Related Party or to take any other action that is not addressed or otherwise contemplated under the terms and provisions of the Government Lease. In addition,in the event that the Government-Tenant shall fail to comply with any provisions of the Lease(including,without limitation,the terms and provisions of Sections 8,21, 22 and 23), such failure shall in no event constitute or be deemed to be a default by Tenant under the Lease. 2. Conflicts with Construction Financing. The Parties acknowledge and agree that,notwithstanding anything to the contrary in the Lease, so long as the Premises is subject to a Leasehold Mortgage securing the repayment of the Construction Financing,Tenant shall be permitted to observe,perform and comply with each of the obligations required of Tenant under the terms and provisions of the Construction Financing and the Government Lease, and such observance, performance and compliance shall not constitute a default or render Tenant in default of the terms of the Lease,provided that Tenant(i)does not default in the payment to Landlord of any rents or other charges reserved under the Lease and(ii)otherwise complies with the terms and provisions of 1 the Lease. In any circumstance where both the terms of the Construction Financing and the terms of the Lease require Tenant to observe, perform or comply with any similar obligation (by way of example, the carrying of insurance or maintenance of the Premises), Tenant's obligations shall be deemed satisfied under both the Construction Financing and the Lease if Tenant observes,performs or complies with the greater or more stringent of the requirements of the two similar obligations. Tenant acknowledges and agrees that any right,privilege or benefit afforded Tenant under the terms of the Lease may not be exercised or enjoyed if such right,privilege or benefit is prohibited or otherwise limited or restricted under the terms of the Construction Financing or requires the prior consent of Tenant's Lender. 3. Definitions. Notwithstanding anything to the contrary in the Lease,the following terms shall have the following meanings rather than the meanings initially ascribed to them under the Lease: a. "Premises"means that certain tract of land situated on and comprising a portion of the Airport,including any and all buildings,structures and other improvements now existing or hereafter constructed thereon, such land being more specifically described or depicted on Exhibit B attached to the Lease and incorporated herein for all purposes. b. "Subtenant"means the Government-Tenant and,after the expiration or earlier termination of the Government Lease (including any renewals or replacements thereof), any other third party to whom the Premises has been subsequently subleased by Tenant (or by any Leasehold Mortgagee, in the event that such Leasehold Mortgagee has succeeded to the rights of Tenant hereunder)under the terms of an Approved Sublease. C. "Approved Sublease"means the Government Lease and, after the expiration or earlier termination of the Government Lease(including any renewals or replacements thereof),any subsequent sublease agreement between Tenant (or any Leasehold Mortgagee, in the event that such Leasehold Mortgagee has succeeded to the rights of Tenant hereunder) and a third party for the sublease of the Premises which has been approved by Landlord in accordance with the terms of the Lease. Unless otherwise specifically defined(or redefined)in this document,capitalized terms used in this document shall have the meanings ascribed to them in the Lease. 4. Term. a. Notwithstanding anything to the contrary in the Lease,the initial term of this Lease shall begin on the Effective Date and shall end on the expiration of the fortieth(40th)year following the Government Lease Commencement Date under the Government Lease,unless earlier terminated by Landlord in accordance with the terms and conditions of this Lease. Promptly after the Effective Date, the Parties shall each execute a written agreement confirming the Effective Date and,promptly after the Government Lease Commencement Date, the Parties shall each execute a written agreement confirming the date on which the Lease is scheduled to expire. b. Tenant shall have the right,benefit and option, to be exercised at its sole and absolute discretion,to terminate the Lease effective as of either(i)the twentieth(20th)anniversary of the Government Lease Commencement Date,(ii)the twenty-fifth(25th)anniversary of the Government Lease Commencement Date,(iii) the thirtieth (30th) anniversary of the Government Lease Commencement Date or (iv) the thirty-fifth (35th) anniversary of the Government Lease Commencement Date,any such termination to be effectuated by the delivery of written notice to Landlord of such termination at least six(6) months prior to the applicable anniversary on which Tenant desires to terminate the Lease; provided, however, if Tenant is then in negotiations with the Government-Tenant for the renewal or re-lease of the Government Lease,such termination notice to be provided by Tenant hereunder may be deferred until such time as the Government-Tenant affirmatively elects to not renew or re-lease the Government Lease, and the then applicable termination right shall be extended for a period of fifteen (15) days after such affirmative election by the Government-Tenant. Except for the deferral described above, if Tenant fails to timely terminate the Lease as provided herein, then Tenant shall be deemed to have 2 waived and released the then applicable termination right,it being agreed,however,that all subsequent rights of termination shall continue in full force and effect. 5. Base Rent. The Parties agree that,notwithstanding anything to the contrary in the Lease,(i)the Base Rent described in Section 4.a. (ii) of the Lease shall be applicable only during the initial term of the Government Lease,and(ii)the Base Rent described in Section 4.a. (iii)shall be applicable only to that portion of the term of the Lease occurring after the expiration of the initial term of the Government Lease. Promptly after the execution of the Government Lease,the Parties agree to execute a statement setting forth the annual Base Rent to be paid by Tenant under the Lease during the initial term of the Government Lease. 6. Percentage Rent. Notwithstanding anything to the contrary in the Lease,the Parties agree that the following terms shall have the following meanings rather than the meanings initially ascribed to them under the Lease (all other terms being defined in Section 4.b of the Lease remaining unchanged): a. "Net Profits" shall mean, with respect to the applicable period for which such determination is being made,an amount equal to the remainder arrived at by subtracting(A)the sum of Operating Expenses, Cash Flow Reimbursements, Excess Rental Reimbursements, Reserve Replenishment, Capital Expenditures(but not Capital Expenditures that are to be paid from the Reserve Account or which are covered by insurance proceeds paid to Tenant)and debt service payments under the Construction Financing for such period from(B) Gross Revenues for such period. b. "Reserve Account"shall mean a separately identified fund or account,initially funded by Tenant from Construction Financing in the amount of not less than One Hundred Thousand Dollars($100,000),as may be replenished from time to time,to be used for major maintenance or emergency capital replacements. C. "Reserve Replenishment"shall mean,with respect to the applicable period for which such determination is being made,the amount necessary to either replenish or increase the Reserve Account and any other reserve required by the Construction Financing during such period in accordance with the Annual Budget. d. "Capital Expenditures"shall mean,with respect to the applicable period for which such determination is being made, expenditures made by Tenant during such period in accordance with the Annual Budget or as otherwise required by the Government Lease that,for federal tax purposes,are not expensed but are capitalized. 7. Late Payments. Notwithstanding anything to the contrary in the Lease,payments required to be made by Tenant to Landlord under the Lease shall not be deemed late unless Tenant shall fail to make such payment within three(3)days after Landlord provides written notice to Tenant that apayment was not received on or before the due date therefor. 8. Budgeting, Reporting and Audit. Notwithstanding anything to the contrary in the Lease, the Parties agree that(i)the initial annual operating budget will include the initial funding of all reserve accounts, including the Reserve Account,required by the Construction Financing;(ii)Landlord may,within thirty(30)days after its receipt thereof, approve or disapprove of any proposed budget in whole or in part,except that Landlord shall not disapprove of amounts required to be paid pursuant to the Government Lease or pursuant to the Construction Financing;and(iii)if Landlord disapproves a part of any proposed budget and specifically approves the balance in writing, Tenant shall implement the approved portion. The Parties further agree that,if any audit and/or program review performed by Landlord under the terms of the Lease reflects that Tenant has overpaid Landlord, Landlord shall promptly reimburse Tenant for such overpayment; and if such audit and/or program review reveals that Tenant has underpaid Landlord, Tenant shall promptly pay Landlord the amount of such underpayment. 3 9. Use. The Parties agree that, notwithstanding anything to the contrary in the Lease, (i) the limitation on Tenant's use of the Premises solely for the construction and operation of the DHS Facilities shall be applicable only for so long as the Government Lease is in effect;and(ii)Tenant's obligation to observe,comply with and execute the provisions of any federal, state and municipal laws, ordinances, rules, regulations, requirements,orders and directions applicable to the use and occupancy of the Premises(collectively,"Applicable Laws")shall in all events be subject to the occupancy of the Premises by the Government-Tenant,and Tenant shall not be required to cause the Government-Tenant to observe, comply with and execute the provisions of any Applicable Laws. 10. Termination Rim. Notwithstanding anything in the Lease to the contrary,the Parties hereby agree that(i)Landlord shall not have the right to terminate the Lease at any time that the Government Lease is in effect or the Premises is subject to a Leasehold Mortgage, except(a)for Tenant's failure to pay of rent or other charges due under the Lease which continues beyond any required notice and applicable cure periods,or(b)in the event the Government Lease terminates due to casualty or condemnation; and (ii)if Tenant is in default of any term,provision,covenant or condition of the Lease which would permit Landlord to terminate the Lease,Landlord agrees that,before it exercises any right of termination hereunder,it shall give written notice to the Subtenant and Tenant's Lender in accordance with any NDA or SNDA executed by Landlord and the Subtenant or Tenant's Lender and the Subtenant and/or Tenant's Lender shall have the right to cure Tenant's default as set forth in the NDA or SNDA,respectively. In addition,the Parties further agree and stipulate that Tenant shall have no right to terminate the Lease at any time that the Premises is subject to a Leasehold Mortgage. 11. Leasehold Mortgages. Notwithstanding anything to the contrary in the Lease,the Parties agree that(i) any Leasehold Mortgagee entitled to notice hereunder shall have (a) any and all rights of Tenant with respect to the curing of any default hereunder by Tenant and(b)additional time to affect such cure as specified in an SNDA between the Leasehold Mortgagee and Landlord;(ii)the Parties must provide any Leasehold Mortgagee with notice of any proposed modification,it being agreed,however,that the material terms of the Lease will not be modified without the prior written consent of such Leasehold Mortgagee;and(iii)in the event that the Leasehold Mortgagee is entitled,under the terms of the Leasehold Mortgage,to take possession of the Premises,Landlord shall permit the Leasehold Mortgagee to take physical possession of the Premises, provided that all curable defaults under the Lease have been cured. In addition, the Parties agree that, notwithstanding anything to the contrary in the Lease, no Leasehold Mortgage shall affect or diminish Landlord's interest in the Premises or relieve Tenant of any of its obligations under the Lease, and in no event shall Landlord's interest in the Lease be subordinate to such Leasehold Mortgage. 12. Force Majeure. The Parties acknowledge and agree that the term "Force Majeure"under the Lease shall include any other act,event or circumstance specifically constituting force majeure under the terms of the Government Lease. 13. Damages. The Parties agree that,notwithstanding anything to the contrary in the Lease,in no event shall either Parry be liable to the other,whether pursuant to an obligation of indemnity or otherwise,for any consequential, special or exemplary damages of any kind. 14. Counterparts. This document may be executed in any number of duplicate counterparts,each of which shall be deemed to be an original of this document for all purposes. 15. Ratification. Except as expressly modified by this document,the Lease is ratified and affirmed and shall remain in full force and effect in accordance with the terms and provisions thereof In the event of any inconsistencies between this document and the terms of the Lease, the terms set forth in this document shall govern and control. 4 EXECUTED to be effective the day and year first above written. LANDLORD: Attest: CITY OF CORPUS CHRISTI By: Armando Chapa Ronald L. Olson City Secretary City Manager TENANT: FDL-CC, LLC, a Texas limited liability company By: Name: Title: Manager 5 GROUND LEASE THE STATE OF TEXAS § COUNTY OF NUECES § THIS GROUND LEASE ("Lease") is entered into on April 14, 2013, by and between the CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation, known herein as "Landlord," and FDL—CC,LLC, a Texas limited liability company, known herein as"Tenant." Landlord and Tenant are sometimes collectively referred to herein as the"Parties"and,in the singular, as a"Party." WITNESSETH: WHEREAS, Landlord is the owner of the Corpus Christi International Airport (the "Airport") located in Nueces County, State of Texas, the use and operation of which is governed by the Director of Aviation(the"Director"); WHEREAS, Tenant desires to lease a certain parcel of land at the Airport for the initial purpose of developing and subleasing to the General Services Administration(the"Government-Tenant )a three- building complex and related improvements more particularly described in Exhibit A attached hereto (the "DHS Facilities"), to be initially occupied by the Department of Homeland Security, the United States Coast Guard and Customs and Border Protection; WHEREAS, the Parties intend that the DHS Facilities will be developed and constructed by Tenant in accordance with the requirements of the sublease for the DHS Facilities to be entered into between Tenant and the Government-Tenant (the "Government Lease," attached hereto as Exhibit C); and WHEREAS, subject to the terms and provisions hereinafter set forth, Landlord is willing to lease such parcel of land to Tenant and to grant specified rights and privileges in connection therewith. NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Landlord does hereby demise, lease, let and grant unto Tenant, and Tenant hereby rents, hires and takes from Landlord, the certain premises hereinafter specified, subject to the following terms, conditions and covenants: 1. PREMISES. The premises hereby demised consist of that certain approximately acre tract of land situated on and comprising a portion of the Airport, such land being more specifically described or depicted on Exhibit B attached hereto and incorporated herein for all purposes (the "Premises'). The Premises are leased by Landlord to Tenant on an"AS IS,""WHERE IS"basis, with no obligation on the nart of Landlord to nrnvide or construct any improvements or alterations, except as expressly provided in 2013-056 wants and conveys to Tenant, for the use of Tenant, its Subtenants and their 2112113 O rd. 029742 ML - CC, LLC -13 Page I of 3 WDEXED respective employees, agents, contractors, guests and invitees, in common with others, (i) an uninterrupted right of ingress and egress for pedestrian and vehicular traffic to/from the Premises from/to public roadways, (ii) an uninterrupted right of ingress and egress to/from the Premises from/to all airfield improvements related to the conduct of flight operations at the Airport, and (iii) the right to connect to the utilities and utility infrastructure currently situated at the Airport and to construct aircraft parking ramp(s) as shall be reasonably necessary in connection with the development and operation of the Premises from time to time. Other rights and benefits afforded Tenant,its Subtenants and their respective employees,agents, contractors, guests and invitees,with respect to the Airport are described in Section 23 hereof. For purposes of this Lease, (i)the term"Subtenant" shall mean the Government-Tenant and any other party to whom the Premises has been subleased by Tenant under the terms of an Approved Sublease; the term"Approved Sublease" shall mean any sublease agreement between Tenant and a third party for the sublease of the Premises which has been approved by Landlord in accordance with the terms of this Lease, including, without limitation, the Government Lease; and the term"Occupant" shall mean the actual party validly occupying the Premises pursuant to the terms of an Approved Sublease. 2. EWROVEMENTS. During the term of this Lease, Tenant shall be permitted to develop and improve the Premises from time to time as it deems necessary for the use and enjoyment of the Premises for the purposes herein permitted(any such improvements constructed from time to time are sometimes referred to herein as "Improvements"). Tenant agrees that the Improvements to be initially constructed on the Premises shall be the DHS Facilities, together with all required aircraft parking ramp(s) and other improvements related thereto or otherwise required to be constructed under the terms of the Government Lease, all of which shall be constructed in accordance with and subject to the terms and provisions contained in Exhibit A. 3. TERM. The initial term of this Lease shall begin on the date that Tenant closes on the financing obtained for the development of the DHS Facility, , 2013 ("Effective Date') and shall end on the expiration of the twentieth (20"') year thereafter, plus so many days as shall be necessary to be cotenninous with the initial twenty(20) year Government Lease, unless earlier terminated in accordance with the terms and conditions of this Lease.The Parties intend and agree that each shall have vested rights as of the Effective Date and, accordingly, each agree that this Lease shall be fully binding upon the Parties and shall be in full force and effect from and after the Effective Date. Provided this Lease has not been terminated pursuant to the provisions hereof, Tenant shall have the right,benefit and option to extend and renew the term of this Lease for up to four(4)renewal terms of five (5) years each upon written notice to Landlord of such renewal at least six (6) months prior to the expiration of the then current term; provided, however, if Tenant is then in negotiations with the Government-Tenant for the renewal or re-lease of the Government Lease, such renewal or re-lease notice to be provided by Tenant hereunder may be deferred until such time as the Government-Tenant elects to either renew,re-lease or terminate the Government Lease, and the then current term of this Lease shall be extended, on the same terms and conditions then applicable,until such date. Any extension or renewal of Stonewater USCG Facility Lease 1-31-13 Page 2 of 32 the term shall be subject to all of the terms and provisions of this Lease, and all such provisions shall continue in full force and effect. If Tenant fails to timely renew the term as provided herein, then all options with regard to subsequent extensions or renewals shall expire and be null and void. Any holding over of the Premises, or any portion thereof, by Tenant or its Subtenants, after the expiration or termination of this Lease shall be on a month-to-month tenancy at one hundred fifty percent (150%) of then current gross monthly rent, and subject to surrender upon thirty (30) days' prior written notice. 4. RENT. Commencing on the Effective Date, Tenant shall pay Landlord the rent described below (collectively,the"Rent"). a. Base Rent. During the term, of this Lease (as the same may be extended from time to time),Tenant shall pay Landlord the rent amounts hereinafter described("Base Rent"): (i) From the Effective Date through and including the date on which the Government Lease commences (the "Government Lease Commencement Date"), Tenant shall pay Base Rent of $ per year, such sum representing the product of (a) $0.055 multiplied by(b)the aggregate land square feet contained within the boundary of the Premises. (ii) From and after the Government Lease Commencement Date and continuing through and including the last day of the initial term of this Lease, Tenant shall pay the greater of (a) the Base Rent of$ per year, such sum representing the product of(i) $0.225 multiplied by(ii)the aggregate land square feet contained within the boundary of the Premises, or (b) $100,000.00. In the event that the Base Rent described in clause (a) is less than the amount described in clause (b), then for purposes hereof, the positive difference between such amounts shall be referred to as the "Excess Rentals"; however, in the event that both (1) the land area contained within the boundary of the Premises exceeds thirteen(13) acres and(2) the size of the improved aircraft parking ramp required by the Government-Tenant exceeds forty percent (40%) of the gross area of the Premises, then the positive difference between the Base Rent described in clause(a) and the Base Rent computed on the basis of thirteen:(13) acres shall instead be referred to under this Lease as the "Excess Rentals." The Parties acknowledge and agree that Tenant shall be permitted to be reimbursed the Excess Rentals paid by Tenant hereunder from cash flow generated from the Premises. (iii) During each of the renewal terms (if and to the extent exercised), Base Rent shall be equal to the annual fair market rental value of the Premises (categorized as aeronautical improved land) as of the date immediately preceding the commencement of such renewal term, such value to be determined by an appraisal conducted by a qualified, reputable, third party appraiser reasonably selected by Landlord who shall hold a MAT designation and have not less than ten (10) years of experience in appraising fair market rental values of multiple aviation- related improvements located within the largest 100 metropolitan statistical areas (MSAs). The fair market rental value of the Premises (categorized as aeronautical improved land) shall be updated in such manner prior to the commencement of each renewal term. StonewaterUSCG Facility Lease 1-31-13 Page 3 of 32 Base Rent shall be payable in monthly installments, in arrears, on or before the fifth (5"`) day of each and every month during the Term, and otherwise on the same terms and conditions set forth in the Government Lease. b. Percentage Rent_ In addition to Base Rent, Tenant shall also pay to Landlord, on a quarterly basis, the percentage rent hereinafter described("Percentage Rent'). Percentage Rent shall be an amount equal to fifty-one percent(51%) of Tenant's Net Profits(defined below), if any,which amount shall be paid within thirty (30) days after the end of each calendar quarter in which Tenant has Net Profits. Within ninety(90) days after the end of each calendar year during the term of this Lease, Tenant shall deliver to Landlord a statement, certified by an officer of Tenant (the "Annual Reconciliation"), reflecting the Net Profits for the preceding calendar year,together with Tenant's calculation of Percentage Rent payable to Landlord for such period and any amounts previously paid by Tenant as Percentage Rent during such period. Landlord shall have thirty (30) days after its receipt of an Annual Reconciliation to object to any matter reflected therein. If Landlord does not object in writing within such 30-day period, Landlord shall be deemed to have approved such Annual Reconciliation and the matters therein contained. If, however, Landlord objects within such 30-day period in writing to any matter contained within such statement, Landlord and Tenant agree to work together in good faith to resolve any such objections to the reasonable satisfaction of Landlord and Tenant. For purposes hereof, the following definitions shall apply: (i) "Net Profits" shall mean, with respect to the applicable period for which such determination is being made, an amount equal to the remainder arrived at by subtracting (A) the sum of Operating Expenses, Cash Flow Reimbursements, Excess Rental Reimbursements, Reserve Replenishment, Landlord-approved Capital Expenditures (but not Capital Expenditures that are to be paid from the Reserve Account or which are covered by insurance proceeds paid to Tenant) and debt service payments for such period from(B)Gross Revenues for such period. (ii) "Operating Expenses" shall mean, with respect to the applicable period for which such determination is being made, all direct cash expenditures made by Tenant during such period in connection with the operation and management of the Premises in the normal course of business (except to the extent that such expenditures are Capital Expenditures or non-cash items such as depreciation and amortization), including, without limitation, Permissible Management Fees. (iii) "Cash Flow Reimbursements" shall mean, with respect to the applicable period for which such determination is being made, the sum of all Operating Expenses and Capital Expenditures (less any funds from the Reserve Account utilized for the payment thereof)paid by Tenant during the period(s)preceding such period that were in excess of any Gross Revenues for such preceding period. There shall be deducted from Cash Flow Reimbursements any amounts that have been previously reimbursed to Tenant during prior periods_ (iv) "Excess Rental Reimbursements" shall mean, with respect to the applicable period for which such determination is being made,the sum of all Excess Rentals paid by Tenant to Landlord under the terms of this Lease. There shall be deducted from Excess Rental Stonewateir USCG Facility Lease 1-31-13 Page 4 of 32 Reimbursements any amounts that have been previously reimbursed to Tenant during prior periods. (v) "Reserve Account" shall mean a separately identified fund or account, initially funded by Tenant from Construction Financing (defined below) in the amount of One Hundred Thousand Dollars ($100,000), as may be replenished from time to time, to be used for major maintenance or emergency capital replacements. (vi) "Reserve Replenishment" shall mean, with respect to the applicable period for which such determination is being made, the amount necessary to either replenish or increase the Reserve Account during such period in accordance with the Annual Budget(defined below). (vii) "Capital Expenditures" shall mean, with respect to the applicable period for which such determination is being made, expenditures made by Tenant during such period in accordance with the Approved Budget that, for federal tax purposes, are not expensed but are capitalized. (viii) "Permissible Management Fees" shall mean, with respect to the applicable period for which such determination is being made,the fees paid during such period to Tenant(or its affiliates or other third parties designated by Tenant and reasonably approved in writing in advance by Landlord) in connection with the management of the Premises, such fees consisting of(a)an asset management fee equal to one and 25/100ths percent(1.25) of gross annual rents for the initial term and any renewal terms of this Lease (less the property management fee) derived from the subleasing of the Premises to Subtenants as called for in this Lease; and (b) a property management fee of three percent (3%) of the gross annual rents (less the asset management fee) derived from the subleasing of the Premises to Subtenants as called for in this Lease; each of which fees shall be paid monthly no later than fifteen(15) days after the end of each month. (ix) "Gross Revenues" shall mean cash receipts from the operation of the Premises from all sources including, without limitation, (a) base rent, additional rent and other charges under the Government Lease and/or any other Approved Sublease into which Tenant may enter with a Subtenant, penalties, insurance proceeds as a result of a claim by Tenant against the Occupant, interest income, forfeited security deposits and other amounts payable or reimbursable to Tenant by Subtenants or other Occupants, (b) any payments in the nature of indemnification that are received by Tenant, and (c) net reductions in the Reserve Account that are not used for their intended purpose. C. Late Payments. If any payment required to be paid to Landlord hereunder is not received by Landlord on or before the due date therefor as delineated in this Lease, Tenant shall pay to Landlord interest of eighteen percent(1 S%)per annum on the delinquent amount due to Landlord from the due date therefor until the date of payment. Payments due to Landlord shall be received by Landlord only on normal business days of Monday through Friday, and shall not be considered late if the due date falls on a weekend or a legal municipal holiday for the City of Corpus Christi, Texas, so long as payment is made the next business day. For the purposes of this section,the date payments are received by Landlord shall be the U.S. Postal Service cancellation date on the envelope transmitting the payment if paid by mail, the date the payment is posted to Landlord's bank account if paid by ACH payment, the date of receipt if Stonewater USCG Facility Tease 1-3I-13 Page 5 of 32 delivered by a nationally recognized courier service, or the date such payment is received by an authorized representative of Landlord if the payment is hand delivered. 5. BUDGETING,REPORTING AND AUDIT. At least sixty (60) days prior to the anticipated Government Lease Commencement Date, and thereafter at least sixty(60)days prior to the commencement of each of Landlord's fiscal years during the term of this Lease (Landlord's fiscal year commencing on August 1 of each calendar year) ("Fiscal Year"), Tenant shall cause its asset manager to prepare and deliver to Landlord, in writing, an annual accounting of the Reserve Account and a proposed annual operating budget for the Premises for the upcoming Fiscal Year. Such budget shall set forth, on a monthly basis, Tenant's estimate of Gross Revenues for the upcoming Fiscal Year, together with a detailed summary of the estimated Operating Expenses, debt service, major maintenance, proposed Capital Expenditures, and Reserve Replenishment requirements for such year, and any other authorized expenses or reimbursements anticipated by Tenant. The Parties agree that the initial annual operating budget will include the initial pre-funding of the Reserve Account with the sum. of One Hundred Thousand Dollars ($100,000) to be set aside for the payment of major maintenance or emergency capital replacements,which amount will be funded from the financing to be obtained by Tenant for the initial development and construction of the DHS Facilities and any Aviation-Related Infrastructure(as defined in Exhibit A)not funded by Federal funds("Construction Financing"). The portion of the budget pertaining to Capital Expenditures shall contain, inter alia, a breakdown of the items to be incurred pursuant to any approved plan or plans for any capital improvements proposed to be funded from the cash generated from the Premises or other sources. Landlord may, within thirty (30) days after its receipt thereof, approve or disapprove of any proposed budget in whole or in part, and if Landlord disapproves a part of any proposed budget and specifically approves the balance in writing, Tenant shall implement the approved portion. If Landlord does not respond to a proposed budget within such 30-day period, Landlord shall be deemed to have approved such budget. Landlord's approval of a proposed budget shall not be unreasonably withheld or delayed (each budget so approved by Landlord and Tenant being referred to herein as the"Annual Budget"). In any case in which an entire budget is disapproved by Landlord, Tenant shall continue to operate and manage the Premises pursuant to the prior year's Annual Budget (excepting extraordinary expenses and Capital Expenditures, but permitting the payment of actual amounts incurred for taxes, insurance, debt service and utilities)until the Parties can agree upon an annual operating budget. If the Parties are unable to reach agreement with respect to a proposed budget after a period of thirty (30) days following Landlord's disapproval thereof, then either Party may request to have the matter settled by mediation in Corpus Christi, Texas, by a mutually agreed to mediator. The mediator shall be selected by the Parties within ten(10) days following the initiation of mediation hereunder. It is the intent of the Parties that any mediation shall be concluded as quickly as reasonably practicable. Each Party shall bear its own costs incurred in connection with the mediation and shall share equally the fees and expenses of the mediator. Tenant also shall provide to Landlord, no later than thirty (30) days following the preceding calendar month, a monthly expense report prepared by Tenant's asset managers. Landlord, or its authorized representatives or accountants, at Landlord's sole expense subject to the limitations herein, shall have the right to conduct an audit or program review of all such books and Stonewater USCG Facility Lease 1-31-13 Page 6 of 32 records referenced in this Section 5 during the term hereof and for a period of one (1) year after the expiration or earlier termination of this Lease_ In the event Landlord's audit and/or program review reflects that Tenant has overpaid Landlord, Landlord shall promptly reimburse Landlord for such overpayment. If such audit and/or program review reveals that Tenant has underpaid Landlord, Tenant shall promptly pay Landlord the amount of such underpayment. If such audit and/or program review reveals that Tenant has underpaid Landlord by more than three percent (3%), Tenant shall promptly reimburse Landlord for the reasonable cost of such audit, not to exceed two thousand dollars ($2,000), in addition to the entire underpayment. The provisions of this paragraph shall survive the termination or expiration of this Lease. 6. APPOINTMENT OF AGENT. Landlord hereby appoints the Director, or its designee, as Landlord's agent to receive all rent, notices and correspondence and other documentation to be provided to Landlord under the terms of this Lease and to act as the point of contact and liaison for Landlord in all matters involving this Lease, the development and construction of the Improvements and the Government Lease and/or any other Approved Sublease into which Tenant may enter with a Subtenant. 7. CONTINGENCIES. Notwithstanding anything to the contrary herein, this Lease and Tenant's obligations hereunder shall be subject to and contingent on (i) Tenant being awarded the right to develop and construct on behalf of the Government-Tenant, and to lease to the Government-Tenant, the DHS Facilities on the Premises (the"Award"); (ii)the Parties each approving the principal terms and conditions of the Award, including the required terms and provisions of the Government Lease; and (iii) Tenant and the Government-Tenant entering into the Government Lease for the lease of the Premises for the use and operation of the DHS Facilities to be constructed by Tenant. In the event any one of the foregoing conditions are not satisfied, for any reason or no reason, by April 31, 2014, Tenant may terminate this Lease upon fifteen (15) days' prior written notice to Landlord, whereupon the Parties shall have no further rights or obligations hereunder. Tenant agrees that it shall provide to Landlord a true, correct and complete copy of the executed Government Lease promptly after the full execution thereof. 8. USE COMPLIANCE WITH LAWS. a. Tenant shall, during the initial twenty (20) year term of this Lease, use the Premises solely for the construction and operation of the DHS Facilities, including all lawful uses associated therewith or otherwise necessary or desirable in connection therewith, and for any other lawful purpose. The Premises may be used for the parking of business-related automobiles, trucks, vans, trailers and similar vehicles, without payment of any additional fees to Landlord, provided all such parking comply with applicable Airport rules and regulations relative to such use. b. Not later than twenty-four (24) months prior to the end of the initial term and to the end of any renewal term of this Lease, Tenant shall initiate efforts to obtain the Government-Tenant's written agreement to renew the Government Lease, or enter into another lease, for the occupancy of the DHS Facilities for the next succeeding term of this Lease. If the Government-Tenant does not elect in writing to renew the Government Lease or to enter into a new lease for the next succeeding term within twelve Stonewater USCG Facility Lease 1-31-13 Page 7 of 32 (12) months after receiving Tenant's written request, or, after providing such commitment, thereafter revokes such commitment or otherwise fails to actually renew the Government Lease or enter into a new lease, then(i) Landlord and Tenant shall commence jointly marketing the Premises for sublease to other parties for aviation-related purposes and(ii) Tenant shall be permitted to sublease the Premises to another party for aviation-related purposes, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. Such joint marketing activities by Landlord and Tenant may be pursued during any ongoing negotiations Tenant may then be having with the Government-Tenant for the renewal of the Government Lease. C. Tenant covenants to promptly observe, comply with and execute, and shall cause any Occupant to promptly observe, comply with and execute (as and to the extent applicable to such Occupant), (i) the provisions of any and all present and future federal, state and municipal laws, ordinances,rules,regulations, requirements, environmental requirements, orders and directions applicable to the use and occupancy of the Premises; and (ii) all applicable Federal laws, rules, and regulations, including, without limitation, the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts that the U.S. Congress passes that apply to the uses and operations at the Premises. During any period of Tenant's or any Subtenant's good faith challenge to any such laws, ordinances,rules, regulations, requirements, orders and directions in a court of competent jurisdiction shall not be deemed a breach of this Lease. d. Tenant acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises ("DBE"), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of Tenant or any Subtenant under the terms of this Lease, unless exempted by said regulations, and Tenant hereby agrees to comply with the Federal Aviation Administration("FAA") and the U.S. Department of Transportation, in reference thereto. Tenant agrees to use good faith efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting, subcontracting and purchasing activities associated with this Lease and to abide by all applicable provisions of the Airport's DBE Program and this Lease. e. Notwithstanding anything to the contrary herein, if, because of the specific use of the Premises for DHS Facilities, there are any Federal laws, rules or regulations applicable to such use ("Specie Use Laws") which vary from or conflict with, either directly or indirectly, any other federal, state, county or municipal laws, rules or regulations (including, without limitation, those of the FAA or the Airport), such Specific Use Laws shall take precedent to such other laws, rules and regulations, and the observance of and compliance with such Specific Use Laws by Tenant and the Government-Tenant shall not constituted a default under this Lease. 9. TAXES. Tenant shall be responsible for any and all ad valorem taxes on Tenant's personal property and any Improvements at the Premises, or which may be incurred on Tenant's leasehold interest in the Premises; provided, however, the Parties specifically acknowledge and agree that any and all real property and fixtures, exclusive of Tenant's and any Occupant's Removables, installed or placed at the Premises (herein,the"Public Facilities") shall constitute property held and used for public purposes and, as such, shall be tax-exempt to Tenant and its Subtenants; and, provided fiu ther, in the event Landlord or any other taxing authority with jurisdiction over the Premises or Tenant seeks to tax Tenant or its Stonewater USCG Facility Lease 1-31-13 Page 8 of 32 Subtenants for use or ownership of all or any portion of the Public Facilities, Landlord agrees to reasonably cooperate with Tenant in its efforts to negate such efforts and to take all actions as are reasonably necessary to ensure that Tenant and the leasehold estate hereby created are not burdened by taxes with respect to the Public Facilities. For purposes hereof, the term "Removables" shall mean all personal property,trade fixtures,machinery and equipment owned by a party and used in the operation of such party's business or services on the Premises. ]A. REPAIRS AND MAINTENANCE. a. Tenant's Obli ations. Tenant, at its own expense, shall make, or cause to be made, any and all repairs,replacements and preventative major maintenance necessary to keep the Premises in good condition and safe repair(normal wear and tear excepted), including any and all repairs and replacements reasonably necessary to prevent and remedy failures of a structural nature; shall maintain all utilities and utilities connections and infrastructure on the Premises; shall provide janitor and cleaning services for the Premises from the supplier of services of its choice in accordance with the maintenance schedule required under the Government Lease; shall keep the interior and exterior of the Premises in a clean, attractive and sanitary condition at all times, normal wear and tear excepted; shall cause the landscaping on the Premises to be well maintained and kept in a neat and trimmed condition; and shall otherwise perform all other maintenance and repairs required under the terms of the Government Lease. All of the maintenance, repairs, finishing and replacements must be of quality at least equal to the original in materials and workmanship. Tenant, at its expense, shall obtain all licenses and permits required by reason of its maintenance, repairs, construction on, or use of the Premises. Tenant, at its sole expense without reimbursement from Landlord, shall be responsible for the repair of any and all damage caused to any property of Landlord occurring elsewhere on the Airport as the result of the willful or negligent acts or omissions of Tenant, its employees or agents, and not the result of acts or omissions of Landlord, its employees or agents. Tenant must arrange for the collection and lawful disposal of all trash and other refuse resulting from operations on the Premises in compliance with all applicable environmental laws, rules, and regulations; must provide and use suitable sealed fireproof receptacles approved by the Director for all trash and other refuse generated by the use of the Premises; must prohibit piling of boxes,barrels or other similar debris in or within view from a public area; must comply with all applicable laws and regulations relative to trash disposal; and must pay or cause to be paid the costs associated with trash removal and disposal. Tenant shall use commercially reasonable efforts to ensure that the Premises are maintained free of foreign object debris. Tenant must immediately correct, or cause to be corrected, any hazardous or potentially hazardous condition on the Premises promptly after becoming aware thereof, or immediately upon receipt of written notice thereof from the Director. At the Director's sole discretion following consultation with Tenant, the operations in the Premises, or affected portion of the Premises, may be restrained or stopped until the hazardous or potentially hazardous condition is removed or corrected. Subject to the provisions of Section 17 and/or Section 2Q, the Director may, at any time during Tenant's normal business hours and upon prior notice and accompanied by a representative of Tenant (unless an emergency exists), but subject to the reasonable security procedures or requirements described in the Government Lease ("Security Requirements"), enter upon the Premises to determine if the Stonewater USCG Facility Lease 1-31-13 Page 9 of 32 maintenance requirements of this Lease, including but not limited to landscape maintenance, parking lot maintenance, structural and non-structural repairs, replacements, rebuilding or painting, are being complied with. The Director must notify Tenant in writing of any default. If the required maintenance, in the Director's notice to Tenant, is not commenced within fifteen (15) calendar days after receipt of such written notice, or is not diligently prosecuted to completion once commenced, the Landlord may enter upon the Premises and perform the subject maintenance, and Tenant agrees to reimburse Landlord for all direct expenses incurred in connection with such maintenance, plus a ten percent (10%) administrative fee, due and payable within thirty (30) days after Tenant's receipt of an invoice therefor, together with copies of all supporting documentation. b. Landlord's Obligations. Notwithstanding any provision of this Lease to the contrary, Landlord agrees to (i) operate the Airport as a public airport during the term of this Lease, subject to the assurances given by City to the United States Government, and (ii) operate, maintain and keep in good repair the areas and facilities at the Airport for the public and Tenant. Landlord agrees to use reasonable efforts to keep the Airport free from obstructions and to do all things reasonably necessary for the safe, convenient and proper use of the Airport by those who are authorized to use the same. Subject to the terms and provisions set forth in Paragraph Le. of Exhibit A hereto, Landlord shall assist and reasonably cooperate with Tenant, at no cost to Landlord, in making available to the Premises property line all existing utilities located outside the boundary of the Premises and described or depicted on Exhibit A-2 attached hereto (collectively, the "Existing Utility Infrastructure"), it being understood and agreed that Tenant shall accept the Existing Utility Infrastructure in their current, existing locations, on an"AS IS,""WIRE IS"basis,with no obligation on the part of Landlord to provide or construct any utilities not described or depicted in Exhibit A-2. Tenant or its designee must pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities supplied to the Premises during the terns of this Lease as the charges become due and payable. 11. SIGNAGE. Tenant and its Subtenants may install on the Improvements and/or Premises signs or other corporate identification of its or their business,provided the same comply with applicable City ordinances and Airport policies. The size, type, design and location of such signs or other corporate identification shall be subject to the prior approval of the Director,which approval shall not be unreasonably withheld. 12. PERSONAL PROPERTY. Notwithstanding anything to the contrary herein, all Removables placed or installed in, on or under the Premises by Tenant, or by an Occupant, whether or not affixed to the realty, shall remain the property of Tenant, or such Occupant, and Tenant, or such Occupant, shall have the right to remove such property at any time during the term hereof, provided any damage caused to the Premises as a result of such removal is repaired by Tenant or such Occupant. Upon the expiration or earlier termination or expiration of this Lease, Landlord shall permit the Occupant to remove all Removables installed by such Occupant, so long as it removes same within the time period set forth in a written notice from Landlord to such Occupant,but in no event less than ten(10) business days after termination or expiration of the Lease. Landlord will require any damage to the Stonewater USCG Facility Lease t-31-13 Page 10 of 32 Premises caused by such Occupant's removal of its property, normal wear and tear excepted, to be repaired at Tenant's sole expense, without reimbursement from Landlord. Such repairs must be made to the reasonable satisfaction of the Director. Any fuel storage facilities installed must be removed prior to vacating the Premises, regardless of circumstances, and all affected Premises completely remediated at the sole expense of Tenant, without reimbursement from Landlord; provided, however that Landlord can waive this requirement to remove fuel storage facilities upon termination of the Lease, in which case Tenant will be responsible for all required remediation of all affected Premises, as more fully discussed in Section 22 herein, related to any fuel storage facilities that have been identified as of the date that Tenant vacates the Premises. Notwithstanding the foregoing, if the Occupant fails to remove its Removables within the required time frame,then the Director,may at its option,take title to the said personality and sell, lease or salvage the same, if and as permitted by law. The Director will provide the Occupant with a written itemized breakdown of the costs recaptured, if any, by the sale, lease or salvage of the property, and the balance due,which is expected to be paid by such Occupant upon receipt of said itemized breakdown. 13. ASSIGNMENT, SUBLETTING. Tenant shall not at any time assign or transfer this Lease and Tenant shall not sublet the Premises or any part thereof without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or sublease if(i) Tenant is in default under this Lease beyond any applicable notice and cure periods, (ii)the creditworthiness, financial responsibility,nature of business or character of the proposed assignee or subtenant are not all reasonably satisfactory to Landlord, or(iii) in the reasonable judgment of Landlord, the proposed assignee or subtenant does not have the ability or experience to perform the obligations required under this Lease. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. It is a condition of this Lease that at all times the use of the Premises shall be related to aviation. Notwithstanding the preceding, Tenant is given the right to: 1) Pledge, mortgage, encumber, assign and/or hypothecate Tenant's interest in this Lease as collateral for Tenant's construction or permanent financing for any Improvements installed or constructed at the Premises and any renewals and extensions thereof, and Landlord agrees, if requested by Tenant, to enter into a subordination, non-disturbance and attornment agreement (a"SAIDA")with Tenant's lender("Tenant's Lender")in a form reasonably agreeable to the Parties and Tenant's Lender; 2) Assign its interest in this Lease to any entity which is controlled by Tenant (e.g., an entity of which Tenant owns more than fifty percent of the outstanding shares or equivalent of Tenant), which controls Tenant (e.g., a parent or subsidiary which owns more than fifty percent of the outstanding shares or equivalent of Tenant) or a financially solvent entity which is under common control with Tenant (i.e., a financially solvent entity which has a brother-sister or other affiliate relationship with Tenant)(any of the foregoing,herein an"Affiliate"); and 3) Sublease the Premises to the Government-Tenant, in which event Landlord agrees to enter into a non-disturbance and attornment agreement (a "ADA") with the Stonewater USCG Facility Lease 1-31-13 Page 11 of 32 Government-Tenant in a form reasonably acceptable to Landlord and the Government-Tenant providing that (i) the Government-Tenant's possession of the Premises shall not be affected or disturbed by any termination of this Lease or by Landlord in the exercise of any of its rights and remedies under this Lease and (ii) if Landlord should terminate this Lease or Tenant's right of possession thereunder, the Government-Tenant shall attom to Landlord and Landlord shall be bound to the Government-Tenant under the terms of the Government Lease. No assignment or subletting by Tenant hereunder shall relieve Tenant of its obligations hereunder, unless expressly agreed to by Landlord. Each Approved Sublease shall be subject to and subordinate to the terms and provisions of this Lease; provided, however, Landlord agrees that, to the extent of any conflict between the terns of this Lease and the terms and provisions of the Government Lease,the terms and provisions of the Government Lease shall control and govern. In the event Tenant, with Landlord's consent, assigns or transfers this Lease in connection with the sale of its leasehold interest to a third party that is not an Affiliate, Tenant shall pay to Landlord a transfer fee equal to one and one-half percent (1.5%) of the gross sale price received by Tenant in connection with such sale and assignment. 14. INSPECTION BY LANDLORD. Subject to compliance with any Security Requirements, Landlord and its authorized representatives shall have the right to inspect the Premises at any time during regular business hours-upon at least twenty-four(24)hours written notice to Tenant;provided,however,in the event of an emergency, Landlord, at the expense of Tenant, may take such action on the Premises as may be reasonably required for the immediate protection of persons or property. 15. INSURANCE. a. Except as otherwise provided in subsection 15.h below, Tenant shall, and shall require any Subtenant to, obtain and maintain continuously in effect at all times during the term of this Lease, at Tenant's and such Subtenant's sole expense, at least the minimum insurance stated on Exhibit A-3 attached hereto, as well as the following minimum insurance: Property and Casualty Insurance against loss or damage to the Improvements (including any Occupant's fixtures, equipment and personal property therein) due to fire, lightning and all other perils, including wind, included in standard extended coverage policies, including vandalism and malicious mischief, all in amounts of not less than ninety percent (90%) of replacement value. Upon request by Landlord, such replacement value shall be determined by a qualified appraiser selected by Landlord and Tenant, a copy of whose findings shall be submitted to Landlord and Tenant, and thereafter, proper adjustment in the limits of insurance coverage shall be effected. Tenant's Lender shall be named as an additional insured and mortgagee loss payee. b. All insurance herein required shall apply as primary and not in excess of or contributing with other insurance which Tenant may carry. All policies shall name Landlord as an additional insured Stonewater USCG Facility Lease 1-31-13 Page 12 of 32 or loss payee, as the case may be. Tenant's insurance policies as required by this Lease shall apply separately to Landlord as if separate policies had been issued to Tenant and Landlord. C. Tenant's Comprehensive General Liability policy shall protect Landlord against any and all liability created by reason of Tenant's conduct incident to use of the Airport, or resulting from any accident occurring on or about the roads, driveways or other public areas of the Airport, including the runways,taxiways and ramp by Tenant at the Airport. d. Tenant's insurance as required by this Lease shall not be subject to cancellation or material alteration until at least thirty (30) days written notice has been provided to Landlord. Tenant shall furnish to Landlord, annually, Certificates of Insurance evidencing that all of the herein stated requirements have been met. e. The amounts of all required policies shall not be deemed a limitation of Tenant's agreement to indemnify and hold harmless Landlord, and in the event Tenant or Landlord shall become liable in an amount in excess of the amount or amounts of such policies,then Tenant shall save Landlord harmless from the whole thereof, except in the event of gross negligence or willful misconduct of Landlord or a Landlord-Related Party (as hereinafter defined). The insurance specified by this Lease is only a minimum requirement; Tenant is encouraged to maintain reasonably obtainable liability insurance in amounts reasonably necessary to protect Tenant and Landlord from normal insurable liabilities that may be incurred by Tenant in its operation at the Airport. f. In the event such insurance as required by this Lease shall lapse, Landlord reserves the right to obtain such insurance,upon prior written notice to Tenant, at Tenant's expense. g. Tenant and Landlord understand and agree that the minimum limits of the insurance herein required may become inadequate, and Tenant agrees that it shall increase such minimum limits upon receipt of notice, in writing, from the Director. Notwithstanding the preceding, such increases, if any, shall be reasonable and commensurate with industry standards therefor. Such notices to change shall,in general,be issued with no more frequency than every five(5)years during the Lease term. h. Notwithstanding the foregoing to the contrary: i. If Tenant desires to demonstrate proof of any portion of the insurance required by this section through a Subtenant's insurance, Tenant may do so if the insurance is adequate to also provide protection for both Landlord and Tenant(and,if applicable,Tenant's Lender). ii. Tenant shall not be required to purchase and maintain aviation operations insurance (i.e., hangar keeper and/or aircraft and aviation liability insurance) unless Tenant (exclusive of its Subtenants) undertakes aviation operation activities for which aviation operations insurance is specifically required. iii.. With respect to aviation operation activities undertaken by Tenant's Subtenants, insurance coverage therefor and indemnification relating thereto shall be provided on behalf of Landlord and Tenant (and, if applicable, Tenant's Lender) by Tenant's Subtenants and all such Stonewater USCG Facility Lease 1-31-13 Page 13 of 32 policies shall name both Landlord and Tenant (and, if applicable, Tenant's Lender) as additional insureds and cover all such operations on the Premises and Airport as required herein. 16. INDEMNITY. a. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THIS LEASE, TENANT AGREES, AND AGREES TO REQUIRE ITS SUBTENANTS, CONTRACTORS AND SUBCONTRACTORS, TO INDEMNIFY AND HOLD HARMLESS LANDLORD, AND ITS ELECTED OFFICIALS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (EACH A "LANDLORD RELATED PARTY" AND, COLLECTIVELY, THE "LANDLORD RELATED PARTIES") FROM AND AGAINST ANY AND ALL LOSSES (AS HEREINAFTER DEFINED) ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CONSTRUCTION TO BE PERFORMED ON THE PREMISES, OR THE OCCUPANCY, OPERATION, MAINTENANCE, ENJOYMENT OR USE OF ANY OF THE PREMISES BY TENANT UNDER THIS LEASE AND ARISING FROM ANY CAUSE WHATSOEVER,EXCEPT AS MAY BE CAUSED BY (I) CONDITIONS WHICH EXISTED ON THE PREMISES OR AT THE AIRPORT, AS APPLICABLE, PRIOR TO THE EFFECTIVE DATE, AND (II) ANY MATTER FOR WHICH LANDLORD OR A SUBTENANT IS RESPONSIBLE PURSUANT TO THIS LEASE OR AN APPROVED SUBLEASE, AS APPLICABLE. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH LOSSES AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF ANY LANDLORD-RELATED PARTY UNDER THIS LEASE; PROVIDED, HOWEVER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH(A) SHALL APPLY ONLY WHEN THE NEGLIGENT ACT OF LANDLORD OR A LANDLORD-RELATED PARTY IS A CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH OR DAMAGE, AND SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT OF ANY LANDLORD- RELATED PARTY IS THE SOLE CAUSE OF THE RESULTANT INJURY, DEATH OR DAMAGE, AND (B) SHALL IN NO EVENT BE APPLICABLE TO ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD-RELATED PARTY. b. The provisions of this Section 16 shall survive expiration or earlier termination of this Lease. For the purposes of this Lease, (i)"Losses"means any and all damage, liability, claims, demands, costs, charges, expenses and causes of action, including all reasonable costs of defense thereof, including attorneys' fees, of whatsoever character which may be incurred or sustained by a party or which a party may be legally obligated to pay on account of loss or damage to property and loss thereof, and for bodily injury to, or death of, any persons (including the Landlord-Related Parties or Tenant-Related Parties as hereinafter defined, as applicable) arising out of or in any way connected with any construction to be performed on the Premises, or the occupancy, operation, maintenance, enjoyment or use of the Premises or Airport, as applicable, by Tenant or Landlord, as applicable, under this Lease and arising from any cause whatsoever, except as expressly limited or negated herein, and(ii)"Tenant-Related Parties"means the officers,directors,managers,members, employees,agents,representatives and contractors of Tenant. C. With respect to all indemnification obligations of either Party pursuant to this Lease, each Party agrees that, upon commencement of any action against it or demand for payment in respect of which indemnity may be sought pursuant to this Lease, it will promptly give written notice of the commencement or demand thereof, specifying in detail the nature and the basis for the action or demand Stonewater USCG Facility Lease 1-31-13 Page 14 of 32 for payment to the party against whom indemnity shall be sought. Failure to give timely and proper notice shall reduce the obligations of the indemnifying party only to the extent such failure adversely impacts the indemnifying party. Such indemnifying party shall be entitled to participate at its own expense in the defense of such action or, if it so elects, to assume the defense of such action. In such event, such defense shall be conducted by counsel chosen by such indemnifying party and reasonably acceptable to the indemnified party, and the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party shall not elect to assume the defense of such action or claim, the indemnifying party will reimburse the indemnified party for the reasonable fees and expenses of counsel retained by it and reasonably approved by the indemnifying party. In the event that the parties to any such action or claim, including impleaded parties, include both parties and either(i)the indemnifying party and indemnified party mutually agree, or(ii) representation of both the indemnifying party and the indemnified party by the same counsel is inappropriate under applicable standards of professional conduct due to actual or potentially differing interests between them, then the indemnifying party shall not have the right to assume the defense of such action or the prosecution of such claim on behalf of such indemnified party and shall reimburse the indemnified party for the reasonable and actual fees and expenses of counsel retained by the indemnified party. The indemnifying party shall not be liable with respect to any settlement made by the indemnified party without prior written consent by the indemnifying party to such settlement. The indemnifying party shall not enter into any settlement, other than a settlement which involves the payment of money only and for which the indemnified party is totally indemnified by the indemnifying party, without the prior written consent of the indemnified party. Each party agrees to cooperate with the other in any defense and make available all pertinent records, materials and information in its possession or control relating thereto as is reasonably requested by the other party. 17. RESTORATION OF DAMAGE OR DESTRUCTION. In case of any damage to or destruction of the Improvements and/or Premises,or any part thereof, Tenant will promptly give written notice thereof to Landlord, unless less than One Hundred Thousand Dollars ($100,000) is involved, in which case no notice is required, and at Tenant's expense, whether or not the insurance proceeds, if any, shall be sufficient for the purpose, Tenant will promptly commence and complete with due diligence the restoration,repair,replacement or rebuilding(hereinafter collectively referred to as "Restoration") of the damaged Improvements and/or Premises as shall be required under the Government Lease, or, in any event, to as nearly as possible its value, conditions and character immediately prior to such damage or destruction; provided, Tenant's obligations hereunder are subject to the rights of Tenant's Lender pursuant to the SNDA,if any. In case of extreme damage to or destruction of the Improvements and/or Premises used and occupied by the Occupant,the Parties shall consult and mutually agree as to whether or not Restoration is economically feasible. If the Parties agree that Restoration is not economically feasible, the Parties can agree to terminate this Lease, provided that the Authorized Sublease can likewise be terminated or the then current Subtenant consents to such termination. Subject to the provisions of the SNDA, if any, all net proceeds of insurance (after deducting the costs of adjusting the loss) received by Landlord or by Tenant on account of such damage or destruction shall be paid to Tenant and Tenant shall use the same to pay for the cost of Restoration. Subject to the superior rights of Tenant's Lender as set forth in the SNDA, if any, any insurance proceeds held by Stonewater USCG Facility Lease 1-31-13 Page 15 of 32 Tenant upon the completion of such Restoration shall be applied to any sum then owed by Tenant to Landlord under this Lease and any balance remaining shall be apportioned evenly between Landlord and Tenant. Tenant shall continue to be liable for payment of the rent for the remainder of the term of the Lease unless Tenant obtains a new tenant acceptable to Landlord, or alternately, Tenant is no longer in possession and Landlord obtains a new tenant. 18. TERMINATION BY LANDLORD. Without limiting any other rights and remedies to which Landlord may be entitled by common law, statutory law or as elsewhere provided in this Lease, if Tenant shall fail to (a) pay rent or other charges under this Lease and such failure has continued for a period of ten (10) business days after Tenant's receipt of written notice thereof from Landlord; or (b) perform, keep and observe any of the other terms, covenants or conditions herein contained on the part of Tenant to be performed, kept or observed, and such failure has continued for a period of thirty (30) days after Tenant's receipt of written notice thereof from Landlord (or, if the cure of such failure cannot be reasonably completed within such 30-day period, then Tenant shall have the period of time as shall be reasonable to cure such failure, provided that Tenant commences such sure within such 30-day period and thereafter diligent prosecutes such cure to completion), then Landlord may, subject to the provisions of the next paragraph, terminate this Lease upon ten(10) business days' prior written notice at any time prior to cure or correction of any such condition or default, and the term hereby demised shall thereupon cease and expire at the end of such ten (10) business days in the same manner and to the same effect as if it were the expiration of the original term. Notwithstanding the rights of Landlord as specified in the preceding sentence, Landlord agrees to send Tenant's Lender copies of any such notices which it gives Tenant at the same time said notices are sent to Tenant,and, subject to the terms and provisions of any applicable SNDA,Tenant's Lender shall be entitled to cure any such defaults and shall be afforded all rights of Tenant which are provided for in the following paragraph. Notwithstanding any provision of this Lease to the contrary, no default in the performance of the terms, covenants or conditions of this Lease on the part of Tenant or Landlord shall be deemed to continue if and so long as Tenant or Landlord, as the case may be, shall be delayed in or prevented from remedying the same by (1) strikes or other labor disputes, (2) acts of God or the public enemy, (3) any order, directive or other interference by municipal, state, federal or other governmental official or agency, or (4) any other cause reasonably beyond the control of Landlord or Tenant (with the exception of monetary obligations of either party), as the case may be; but if and when the occurrence or condition which delayed or prevented the remedying of such default shall cease or be removed, it shall be the obligation of Landlord or Tenant, as the case may be, without further delay, to commence or continue the correction of such default. Upon termination of this Lease, Tenant shall have ten(10)business days within which to remove its property, or (subject to the terms of any applicable NDA) to allow the Occupant to remove its property, from the Premises, and, if Tenant fails to remove its property, or (subject to the terms of any Stonewater USCG Facility Lease 1-31-13 Page 16 of 32 applicable NDA) the Occupant fails to remove its property. Tenant or its Subtenant, as applicable, shall continue to pay rent on a per diem basis for the period which said property remains on the Premises. Notwithstanding anything herein to the contrary, if Tenant is in default of any term, provision, covenant or condition of this Lease, Landlord agrees that, before it exercises any right of termination hereunder, it shall give written notice to the Subtenant and Tenant's Lender in accordance with any NDA executed by Landlord and the Subtenant, and the Subtenant and/or Tenant's Lender shall have the right to cure Tenant's default as set forth in the NDA. 19. TERMINATION BY TENANT. Without limiting any other rights and remedies to which Tenant may be entitled by common law, statutory law, or as elsewhere provided in this Lease, Tenant shall have the right, subject to the foregoing provisions,upon written notice to Landlord(and upon written approval by Tenant's Lender, if applicable) to terminate this Lease upon the happening of one or more of the following events, if said event or events are then continuing: 1) The issuance by any court of competent jurisdiction or governmental authority of an injunction, order or decree(a)preventing or restraining the use of all or any substantial part of the Premises for the purposes intended hereby, (b)preventing or restraining the use of all or a part of the Airport for normal airport purposes,which may be used by Tenant and/or the Occupant and which is necessary for its or the Occupant's operations on the .Airport, or (c) preventing Tenant and/or the Occupant from operating an aviation-related business or service and which injunction, order or decree remains in force for a period of at least sixty(60) consecutive days. 2) If Landlord defaults in any of the terms, covenants or conditions under this Lease and fails to cure the default or make substantial progress with regard thereto within sixty (60) days following receipt of written demand from Tenant to do so; provided, however, rather than terminate this Lease, Tenant may, at Tenant's election, elect to cure Landlord's default hereunder and, in such event, Landlord shall reimburse Tenant for all direct expenses incurred in connection with such curative action. 3) If all or a part of the Airport's infrastructure which is necessary to or required for the operation of Tenant's and/or the Occupant's business or service is damaged or destroyed such that Tenant or the Occupant cannot operate its business at the Premises and such damage or destruction is not rendered functional and operational within one hundred eighty(180) days after the occurrence thereof. 4) If, by reason of any action of Landlord, Tenant or the Occupant is unable to conduct business for a period of in excess of ninety(90) days in substantially the same manner or substantially to the same extent as prior to such action. S) The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts thereof that substantially restricts the Occupant from operating for at least ninety(90)days. Stonewater USCG Facility Lease 1-31-13 Page 17 of 32 6) Landlord's permanent abandonment of the Premises at the Airport. 7) The Government-Tenant terminates the Government Lease, in accordance with the terms and conditions thereof, because of any casualty to or condemnation of the Premises or any portion thereof. 20. TAKINGS. In the event of a taking of either the fee or of an easement necessary to the operation of the entire Premises, this Lease shall terminate as of the effective date of such taking. No termination pursuant to this section, however caused, shall impair or limit Tenant's obligation to pay to Landlord the rent and other charges payable by Tenant under this Lease up to the date of termination. The term"taking"means a taking of all or part of the Improvements or any interest therein or right accruing thereto as the result of, or in lieu of, condemnation or eminent domain (provided, Landlord agrees to timely advise Tenant in writing of any contemplated and/or actual condemnation which may adversely affect Tenant's and the Occupant's business at the Premises and/or Airport and, to the extent such contemplated and/or actual condemnation is of the Premises, or of ingress and egress to and from the Premises or Airport, or of any taxiway or runway at the Airport, to keep Tenant informed of, and reasonably include Tenant in, any related negotiations and/or proceeding). In the event of a taking of the Premises other than a total taking, this Lease shall remain in full force and effect as to the portion of the Premises remaining immediately after such taking, without any abatement or reduction of rent payable hereunder except as hereinafter provided in this section, and Landlord shall promptly restore the facilities in such manner and to such extent as shall be reasonably sufficient and suitable for Tenant's use and occupancy as contemplated by this Lease;provided, however, that Landlord's obligations hereunder are subject to the provision of any SNDA and Landlord shall not be obliged to spend any sum or sums for restoration in excess of the amount of the award received by Landlord pursuant to provisions hereinafter set out in this section. In the event of a taking of the Premises other than a total taking, and if such substantial part of the Improvements shall be taken with the result, determined in the good faith judgment of Tenant,that(i)the portion of the Improvements remaining after such taking(even if restoration were made) is unsuitable for use and occupancy by Tenant and the Occupant or(ii) that the Subtenant shall be permitted to terminate the Approved Sublease, and in fact give notice of such termination, then, for the purposes of this Lease, such taking shall be deemed to be a total taking of the type hereinabove described in this section. If a taking occurs as described in the preceding sentence, and if Landlord disagrees with Tenant's judgment that the remaining portion of the facilities would be unsuitable for use and occupancy, this Lease shall not terminate as of the date of such taking (as hereinabove required by this section) and Tenant and Landlord may request to have the matter settled by mediation in Corpus Christi, Texas, by a mutually agreed to mediator. The mediator shall be selected by the Parties within ten(10) days following the initiation of mediation hereunder. It is the intent of the Parties that any mediation shall be concluded as quickly as reasonably practicable. Each Party shall bear its own costs incurred in connection with the mediation and shall share equally the fees and expenses of the mediator. Stonewater USCG Facility Lease 1-31-13 Page 18 of 32 In the event of a taking resulting in termination hereof under this section, subject to the provisions of the SNDA, if any, Tenant shall participate in the aggregate of all amounts awarded with respect to the taking, including any amounts awarded with respect to the termination of this Lease, in whole or in part, as follows: (1) There shall be first paid to Tenant an amount equal to the greater of the appraised value or book value of Tenant's leasehold interest, such appraised value to be determined by an appraisal conducted by a qualified, reputable, third party appraiser reasonably selected by Landlord who shall hold a MAI designation and have not less than ten(10)years of experience in appraising fair market rental values of aviation-related improvements. (2) All sums awarded to Tenant for moving expenses and the taking of Tenant's Removables shall be the property of Tenant. (3) Any excess shall be paid to Landlord. Subject to the provisions of the SNDA, if any, in the event of any partial taking, Tenant shall participate in aggregate of all amounts awarded with respect to the taking, including any amounts awarded with respect to partial termination of this Lease as follows: (x) There shall first be paid to Tenant an amount equal to the lesser of the appraised value or book value of that portion of Tenant's leasehold interest, which is taken (determined in accordance with clause(1)above). (y) All sums awarded to Tenant for moving expenses and taking of Tenant's Removables shall be the property of Tenant. (z) Any excess shall be paid to Landlord or to Tenant, as their interests may appear, for restoration of the facilities pursuant to Section 17 hereof. In the event of a taking other than a total taking, each monthly installment of rent hereunder shall be reduced, commencing with the fast rent payment date following the date of such taking, by an amount determined by multiplying the number of square feet of land taken by the prevailing rental rate. 21. NON-DISCRIMINATION AND AFFIRMATIVE ACTION. a. Tenant, for itself and as a requirement for any Subtenant subject thereto, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof, covenants that: (1)no person on the grounds of race,creed,color,religion, sex, age,national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any Improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; and (3) Tenant will cause, to the best of its ability, the Premises to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E,Non-Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A,Part 21,Nondiscrimination in Federally Assisted Programs of Stonewater USCG Facility Lease 1-31-13 Page 19 of 32 the Department of Transportation, and as said Title and Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. b. This Lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. Tenant, for itself and as a requirement for any Subtenant, agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award of performance or any concession agreement, management contract or subcontract,purchase or lease agreement, or other agreement covered by 49 CFR Part 23. C. If Tenant is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any Subtenant to deliberately breach a non-discrimination covenant, Landlord may immediately enforce the remedies directed by the Court's decision, which may include Landlord's right to reenter the Premises, retake possession thereof and terminate the Lease. This provision is not effective until the procedures of Title 49, Code of Federal Regulations,Part 21 are completed,including exercise of any rights to appeal. d. Tenant shall cause to be implemented an affirmative action program as required by 14 CFR Part 152, Subpart E, to provide (i) that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E; (ii) that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by that Subpart; (iii) that third parties otherwise retained by Tenant or its designee shall provide similar assurances to Tenant or its designee to undertake affirmative action programs and to require assurances from their sub-organizations, as required by 14 CFR Part 152, Subpart E. Tenant or its designee, at no expense to Landlord, shall comply with any applicable requirements of the Americans with Disabilities(ADA) as it may be amended,with respect to the Premises. 22. ENVIRONMENTAL REQU[REMENTS. a. Tenant will observe, obey and adhere to, and will cause the Tenant-Related Parties to observe, obey, and adhere to, all environmental laws, rules, regulations, orders and permits applicable to the use of the Premises, including but not limited to, required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. Except for the hazardous substances governed by and transported in full compliance with the transportation laws of the state or federal government, neither Tenant nor its designee shall knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances or waste on or near the Premises without the Director's prior written approval and without first obtaining all required permits and approvals from all authorities having jurisdiction over the operations conducted on the Premises. b. The foregoing provisions shall not prohibit the transportation to and from, and use, storage,maintenance and handling within,the Premises of substances customarily used in the operation of United States Coast Guard facilities,provided: (a) such substances shall be used only in quantities as are reasonably necessary for such permitted use of the Premises, strictly in accordance with applicable law and the manufacturers' instructions, (b) such substances shall not be disposed of, released or discharged on the Premises, and shall be transported to and from the Premises in compliance with all applicable laws, Stmewater USCG Facility Lease 1-31-13 Page 20 of 32 and(c) any such substances shall be completely, properly and lawfully removed from the Premises upon expiration or earlier termination of this Lease. C. During the Lease term, Landlord will observe, obey, and adhere to, and will cause the Landlord-Related Parties to observe,obey and adhere to, all environmental laws,rules,regulations, orders and permits applicable to Landlord's operations, processes, use and occupation of the Airport, and Landlord will refrain from any and all acts, uses or processes on or at the Airport which are not in full conformity with such environmental laws. d. Tenant shall assume no liability with respect to any pre-existing environmental conditions, and nothing in this Lease shall be deemed to be an assumption by Tenant of any liability relating to any pre-existing environmental conditions on the Premises or elsewhere. Tenant and Government-Tenant shall have the right, at its sole cost and expense, to perform a Phase I and a Phase II environmental site assessment (an "ESA") on the Premises prior to the date Tenant commences construction thereon, which assessment the Parties agree shall establish a baseline with respect to the existing environmental condition of the Premises. If the ESA reflects any environmental contamination that requires remediation or other treatment under applicable environmental laws, Landlord and Tenant may agree to perform, or cause to be performed, such remediation or other treatment as so required, in which case the cost of such remediation or other treatment shall be paid by Tenant as a cost of the initial development of the Premises. If, however, the Parties cannot reach agreement with respect to the performance of any necessary remediation or other treatment, then either Party may request to have the matter settled by mediation in Corpus Christi, Texas, by a mutually agreed to mediator. The mediator shall be selected by the Parties within ten(10) days following the initiation of mediation hereunder. It is the intent of the Parties that any mediation shall be concluded as quickly as reasonably practicable. Each Parry shall bear its own costs incurred in connection with the mediation and shall share equally the fees and expenses of the mediator. If the Parties fail to resolve this issue at mediation, or if the Parties otherwise mutually agree not to proceed with such remediation, then Tenant may elect, in writing delivered to Landlord,to terminate this Lease without any further liability or obligation hereunder. e. If Tenant or its designee determines that a threat to the environment, including but not limited to a release, discharge, spill or deposit of a hazardous or regulated substance, has occurred or is occurring which affects or threatens to affect the Premises, or the persons, structures, equipment or other property thereon, Tenant or its designee must notify the Director immediately by oral report, in person or by telephone,which notification shall be promptly confirmed in writing to the Director as required by law or regulation. Tenant shall require any Subtenant to cooperate fully with the Director in promptly responding to, reporting, and remedying a threat to the environment, including, without limitation, a release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. f. Tenant or the Occupant(or their respective designees) shall keep a readily accessible file of Materials Safety Data Sheets ("MSDS") for each Hazardous Substance on site or transported, in accordance with federal and state transportation laws, which file must be posted and immediately available to any Airport employee who responds to report of a discharge of a hazardous substance on the Premises. Tenant will require any operator of any building improvements or facilities on the Premises to Stonewater USCG Facility Lease 1-31-13 Page 21 of 32 use good faith efforts to determine which hazardous substance was accidentally discharged and have that MSDS sheet available for the first responders to the Premises. g. Tenant shall cause prompt remediation and the payment of all costs (including fines) associated with any action or inaction of Tenant or its designee or Subtenant(s) that results in environmental contamination and/or directly or indirectly prevents the Airport from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits. The rights and obligations set forth in this subsection shall survive the earlier expiration or termination of this Lease. h. IN ADDITION TO THE ABOVE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, (n TENANT AGREES AND AGREES TO REQUIRE ITS SUBTENANTS, CONTRACTORS AND SUBCONTRACTORS TO INDEMNIFY LANDLORD AND THE LANDLORD-RELATED PARTIES FOR ALL EXPENSES INCURRED AND/OR LOSSES SUSTAINED, OR PENALTIES IMPOSED BY AGENCIES BY LAW AUTHORIZED TO DO SO, ARISING OUT OF THE FAILURE OF TENANT AND THE TENANT-RELATED PARTIES TO OBSERVE, OBEY, ADHERE TO, AND CONFORM TO APPLICABLE ENVIRONMENTAL LAWS AT OR ON THE PREMISES; AND, TO THE EXTENT ALLOWABLE BY LAW, LANDORD WILL INDEMNIFY AND HOLD TENANT AND THE TENANT-RELATED PARTIES HARMLESS FROM ANY AND ALL LOSSES INCURRED BY TENANT OR A TENANT-RELATED PARTY ARISING DURING THE LEASE TERM FROM OR IN CONNECTION WITH (A) ANY PRE-EXISTING ENVIRONMENTAL CONDITIONS, (B) ENVIRONMENTAL CONTAMINATION CAUSED BY LANDLORD OR ANY LANDLORD- RELATED PARTY, (C) LANDLORD'S OR A LANDLORD-RELATED PARTY'S FAILURE TO COMPLY WITH ITS ENVIRONMENTAL OBLIGATIONS SET FORTH ABOVE, OR(D) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS PREDECESSOR IN TITLE AND LANDLORD-RELATED PARTIES. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. 23. ACCESS TO AND USE OF AIRPORT. a. Right to Use Airport. Tenant and the Occupant shall have the right to use the Airport and its facilities in common with others authorized to do so, such use being subject to any and all applicable laws and the Rules and Regulations(defined below), including any limitations,restrictions or prohibitions affecting the aviation activities or operations of Tenant or the Occupant. The Occupant shall not be required to pay any landing fees to Landlord. Tenant agrees to reasonably cooperate with Landlord and Occupant to facilitate any agreements, if any,needed for Occupant to operate at the Airport. b. Access to Aircraft Qperations Area. Tenant and the Occupant shall have reasonable access to the Airport's Aircraft Operations Area("AOA"),provided such access is obtained in accordance with all applicable FAA and Airport security procedures. Movement of all aircraft and persons from the Premises into the AOA and from the AOA into the Premises shall be cleared in accordance with Airport and FAA rules and regulations. Tenant, or its Subtenants, shall be primarily responsible for the opening and closing of any security gates and/or doors permitting access to the Premises from the AOA. Stonewater USCG Facility Lease 1-31-13 Page 22 of 32 C. Vehicle Qperations Within, the AOA. No vehicles owned or operated by Tenant or the Occupant will be allowed to operate within the Movement or Non-Movement Areas of the AOA except in accordance with the regulations of the FAA and the Airport. d. Airport Certification Rules and Regulations: Tenant and the Occupant shall comply with such rules that pertain to its operation on the Airport under the Airport Certification Rules of the Federal Aviation Regulations,Part 139,as amended 14 CFR Part 139,as amended. e. Airport Security Rules and Regulations: Tenant and the Tenant-Related Parties shall comply with all federal and local Airport security regulations adopted by the Landlord pursuant to 14 C.F.R. Part 107, or subsequent federal security regulations, as such rules and regulations exist or may hereafter be amended. TENANT AGREES TO INDEMNIFY AND HOLD HARMLESS LANDLORD, ITS OFFICERS AND EMPLOYEES, FROM ANY CHARGES, FINES OR PENALTIES THAT MAY BE ASSESSED OR LEVIED BY THE FAA OR THE TRANSPORTATION SECURITY ADMINISTRATION, BY REASON OF THE NEGLIGENT OR INTENTIONAL FAILURE OF TENANT OR ITS SUBTENANTS OR A TENANT-RELATED PARTY TO COMPLY WITH SUCH AIRPORT SECURITY REGULATIONS, REGARDLESS OF WHETHER THE FINE, CHARGE OR PENALTY IS LEVIED AGAINST LANDLORD, TENANT OR ITS DESIGNEE. f. 14 C.F.R. Part 77 Requirements: Tenant agrees to comply with the notification and review requirements set forth in Part 77 of the Federal Aviation Regulations, 14 CFR Part 77, in the event any future structure, antenna or building is planned for the Premises, or in the event of any planned modification of any present or future building,antenna or structure located on the Premises. g. Control of Structures: Tenant shall not erect or permit the erection of any structure or object, or permit the growth of any tree on the Premises which highest point is above a mean sea level elevation established by the FAA and Landlord as a height limitation on such structures or objects. Following Landlord's written notice to Tenant provided in accordance with this Lease, Landlord reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree at Tenant's expense,plus an administrative charge of fifteen percent(15%). h. Aerial Approaches: Landlord reserves the right, for itself and the Director, to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including the right to prevent Tenant from erecting or permitting to be erected any building or other structures on or adjacent to the Airport which, in the reasonable judgment of the Director, would limit the usefulness of the Airport or constitute a hazard to aircraft. i. Right to Overflight: Subject to any applicable Security Requirements, there is hereby reserved to Landlord, for the use and benefit of the public, a right of flight for the passage of aircraft above the surface of the Premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace for landing at,taking off from or operating on the Airport. j. Conflicts with Specific Use Laws. The Parties acknowledge that there may be some Specific Use Laws that are contrary to or conflict with the laws, rules and regulations described in this Section 23. In such event, unless Federal law specifically addresses the manner in which such conflict Stonewater USCG Facility lease 1-31-13 Page 23 of 32 shall be resolved, Landlord agrees that, while the Government-Tenant is a Subtenant of the Premises, such Specific Use Laws shall take precedent to such other laws, rules and regulations and the Government-Tenant shall be required to first comply with the Specific Use Laws applicable to its use and operation of the Premises,and then to all other Federal, state and municipal laws, rules and regulations to the extent not in conflict with the Specific Use Laws. 24. QUYET ENJOYMENT. Landlord covenants that it has the authority to execute this Lease, that at commencement of the Lease,Landlord has good title to the Premises and that throughout the term hereof,subject to the payment of rent and other charges herein provided and the performance of the covenants and agreements to be performed by Tenant, its successors and assigns, or its Subtenants,Tenant shall have and peaceably enjoy the Premises and the rights and facilities herein granted and to the extent herein granted. Landlord agrees to remedy any violation of quiet enjoyment caused by Landlord or one of the other tenants of the Airport and to honor Tenant's tenancy for the term of the Lease. 25. OTHER FEES AND CHARGES. Landlord agrees that no charges, fees or tolls except those expressly provided for, or except those provided for in the Rules and Regulations for conduct of the Airport, should be assessed by Landlord against Tenant, its successors and assigns, or its Subtenants, for the purpose of entering or leaving the Airport, or for other privileges granted to Tenant in accordance with the provisions of this Lease. 26. REPAIR OR DAMAGE. Tenant shall,at its sole expense without reimbursement from Landlord,repair any damage caused to real or personal property of Landlord, wherever situated on the Airport, by the careless or negligent acts or omissions of a Tenant-Related Party while acting in the regular course of Tenant's business, or shall, at the option of Landlord, reimburse Landlord for the cost of repairs and replacements, accomplished by Landlord. 27. SURRENDER OF PREMISES. Subject to the terms hereof regarding Tenant's and the Occupant's Removables, upon the expiration or termination of this Lease, Tenant shall deliver the Premises to Landlord peaceably, quietly and in as good condition as the same now are or may be hereafter improved by Tenant or the Subtenant or Landlord,normal use and wear thereof excepted. 28. RULES AND REGULATIONS. Tenant agrees to observe and obey all rules and regulations promulgated from time to time by the Director governing the safe conduct and efficient operation of the Airport and its facilities (the "Rules and Regulations"), except that Landlord agrees that any such Rules and Regulations promulgated shall not be inconsistent with this Lease or any legally authorized rule or regulation of the FAA, or subsequent authoritative agency, and Landlord shall provide Tenant thirty (30) calendar days prior written notice of Stonewater USCG Facility Lease 1-31-13 Page 24 of 32 any amendments of the Rules and Regulations. A current copy of the Rules and Regulations will.be kept at all times on file in the Director's office. 29. THIRD PARTY BENEFICIARY. Landlord and Tenant acknowledge and agree that Tenant's Lender will provide funds to construct the initial Improvements on the Premises and, due to this fact and in exchange for other good and valuable considerations, Landlord and Tenant agree that Tenant's Lender, its successors and assigns, is a third party beneficiary for purposes of all provisions of this Lease which benefit Tenant's Lender and, as such, Tenant's Lender has the right to enforce such provisions. Furthermore, Landlord and Tenant acknowledge, consent and agree that Tenant will be executing loan documents which assign in trust Tenant's interest in this Lease and that upon the foreclosure of said rights, if such a foreclosure should occur(or in the event of a deed in lieu of foreclosure or other similar proceeding), the purchaser at said foreclosure sale(or grantee in a deed in lieu of foreclosure or otherwise) shall, subject to the terms of the SNDA,acquire Tenant's rights and obligations under this Lease. 30. NOTICE TO THE PARTIES. Notices are sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service with proof of delivery, or by facsimile (followed by written notice confirmed by mail or other delivery service, as addressed below: If to Landlord: City of Corpus Christi Attn.: City Manager P.O.Box 9277 Corpus Christi,Texas 78469-9277 Ph: (361) 826-3220 Facsimile: (361) 826-3839 with a copy to: City Attorney P.O.Box 9277 Corpus Christi,Texas 78469-9277 Ph: (361) 826-3360 Facsimile: (361) 826-3239 with a copy to: Director of Aviation Corpus Christi International Airport 1000 International Corpus Christi,Texas 78406 Ph: (361)289-0171 Facsimile: (361) 826-4434 Stonewater USCG Facility Lease 1-31-13 Page 25 of 32 If to Tenant: FDL—CC,LLC c/o FD Stonewater 1001 19" Street, Suite 930 Arlington,Virginia 22209 Attn.: Claiborne Williams Ph: (703) 537-7653 with a copy to: Raymond J. Brimble Lynxs Group LLC 106 E. 6`h Street, Suite 550 Austin,Texas 78701 Ph: (512)539-2205 Facsimile: (512)539-2211 with a copy to: Leasehold Mortgagee Ph: (_) Facsimile: (� or at such other address as Landlord or Tenant may designate in writing. 31. LEASEHOLD MORTGAGE. As used herein, "Leasehold Mortgage" means the mortgage, deed of trust or other indenture creating a lien on Tenant's leasehold interest in this Lease given by Tenant to Leasehold Mortgagee to secure repayment of funds advanced or to be advanced by a Leasehold Mortgagee to Tenant to construct the Improvements. As used herein, "Leasehold Mortgagee" means Tenant's Lender and any other mortgagee or beneficiary under the Leasehold Mortgage. Subject to the conditions set forth herein, Tenant shall be permitted to encumber its leasehold interest created hereunder with a Leasehold Mortgage,solely for the purpose of(1)obtaining the Construction Financing,together with any additional financing required for any additional construction or alterations made subsequent to the initial construction, or (2) refinancing the Construction Financing; royided, however, that with respect to the financing described in clause (2) above, the principal amount of any loan secured by a Leasehold Mortgage must not be greater than the original principal amount of the Construction Financing, including any financing for additional construction or alterations made subsequent to the initial construction of the Improvements. Notwithstanding anything to the contrary herein, the Parties agree that any Leasehold Mortgage shall in no way affect or diminish Landlord's interest in the Premise or its rights under the Lease, nor relieve Tenant of any of its obligations hereunder, and in no event shall Landlord's interest in this Lease be subordinate to such Leasehold Mortgage. The making of any Leasehold Mortgage hereunder shall not be deemed to constitute an assignment or transfer of this Lease, nor will any Leasehold Mortgagee be deemed as assignee or transferee of this Lease. Stonewater USCG Facility Lease 1-31-13 Page 26 of 32 With respect to Leasehold Mortgages,the Parties agree as follows: 1) No Leasehold Mortgage shall be binding upon Landlord in the enforcement of its rights and remedies under this Lease unless and until a copy thereof has been delivered to the Director; 2) Landlord agrees to execute an estoppel certificate and any other similar documentation as may reasonably be required by a Leasehold Mortgagee so as to certify to the status of this Lease and to the performance of Tenant hereunder as of the date of said certification; 3) Tenant shall furnish the Director a written notice setting forth the name and address of any Leasehold Mortgagee; 4) If a Leasehold Mortgagee or a purchaser at foreclosure of the Leasehold Mortgage acquires Tenant's leasehold interest in the Premises by virtue of the default of Tenant under the Leasehold Mortgage or otherwise, this Lease will continue in full force and effect so long as Leasehold Mortgagee or the purchaser at foreclosure is not in default hereunder,including the obligation to timely pay rent. For the period of time during which Leasehold Mortgagee or any purchaser at foreclosure of a mortgage holds Tenant's leasehold interest in the Premises, the Leasehold Mortgagee or said purchaser shall be liable and fully bound by the provisions of this Lease. 5) Any notice from Landlord affecting the Premises shall be simultaneously delivered to Tenant and said Leasehold Mortgagee at its address provided by Tenant to Landlord, and no notice of default or termination of this Lease affecting the Premises given by Landlord shall be deemed legally effective until and unless like notice has been given by the Director to said Leasehold Mortgagee; 6) Any Leasehold Mortgagee entitled to notice hereunder shall have any and all q rights of Tenant with respect to the curing of any default hereunder by Tenant; and 7) Tenant must provide any Leasehold Mortgagee with notice of any proposed modification. If Landlord elects to terminate this Lease for any material default by Tenant with respect to the Premises,the Leasehold Mortgagee that has become entitled to notice hereunder has,not only any and all rights of Tenant with respect to the curing of any default, but also the right to postpone and extend the specified termination date of the Lease ("Leasehold Mortgagee's Right to Postpone"), contained in any notice of termination by Landlord to Tenant ("Termination Notice'), for a maximum of ninety(90)days, subject to the following conditions: 1) Leasehold Mortgagee must give the Director written notice of the exercise of Leasehold Mortgagee's Right to Postpone at least ten (10) days prior to the date of termination specified by the Director in the Termination Notice and simultaneously pay to Landlord all Stonemter USCG Facility Lease 1-31-I3 Page 27 of 32 amounts required to cure all defaults then existing (as of the date of the exercise of Leasehold Mortgagee's Right to Postpone)which may be cured by the payment of a sum of money. 2) If Leasehold Mortgagee's Right to Postpone is exercised, Leasehold Mortgagee must pay any sums and charges which may be due and owing by Tenant and promptly undertake to cure, diligently prosecute, and as soon as reasonably possible, complete the cure of all defaults of Tenant with respect to the Premises which are susceptible to being cured by Leasehold Mortgagee. Leasehold Mortgagee's exercise of its Right to Postpone may extend the date for the termination of this Lease specified in the Termination Notice for a maximum of six(6)months. 3) If, before the date specified for the termination of this Lease as extended by a Leasehold Mortgagee's exercise of its Right to Postpone, Leasehold Mortgagee has performed and observed all of Tenant's covenants and conditions under the Lease with respect to the Premises and no further defaults with respect to the Premises have occurred which have not been timely cured, then all defaults under this Lease, with respect to the Premises, will be deemed to have been cured and the Termination Notice will be deemed to have been withdrawn. 4) Nothing herein may be deemed to impose any obligation on Landlord's part to deliver physical possession of the Premises to a Leasehold Mortgagee. 5) If more than one Leasehold Mortgagee seeks to exercise any of the rights provided for in this Section 31, the most senior lien holder is entitled, as against the others to exercise said rights. Should a dispute arise among Leasehold Mortgagees regarding the priority of lien, Leasehold Mortgagees must provide evidence substantiating the correct priority of the competing liens to the satisfaction of the City Attorney prior to taking any action with respect to exercising said lienholder rights. 32. SUBORDINATION TO U.S. GOVERNMENT/FAA REGULATIONS. Notwithstanding anything to the contrary herein, this Lease is subordinate to the provisions of any existing or future agreement between Airport and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport. 33. RADIO ANTENNA. Subject to the Director's prior written approval as to height and location, which will not be unreasonably withheld, conditioned or delayed, Tenant or the Subtenant, as the case may be, may furnish and install at its own expense, a radio antenna either adjacent to the Improvements but within the Premises, or on the roof of the Improvements to be constructed on the Premises, subject to (a) any and all federal, state and local laws, ordinances, statutes, rules, regulations and orders applicable thereto; (b) Tenant's or the Subtenant's,as the case may be, obtaining any and all building and other permits,licenses and other approvals with respect thereto (unless otherwise exempt therefrom); (c) the antenna and building both must be structurally sound and not adversely affect the soundness of, or the condition of, the roof and/or other parts of such building improvements; and (d) any and all costs of maintaining and operating the same must be paid entirely by Tenant or its designee. Upon the expiration or earlier Stonewater USCG Facility Lease 1-31-13 Page 28 of 32 termination of this Lease, Tenant shall cause the removal of the antenna(s) and the restoration of any damage to the building improvements and Premises caused by the installation and/or removal thereof_ Tenant shall be responsible for all costs for the repair and maintenance of said installation of the antenna. 34. DELEGATION. Any obligations of Tenant required by this Lease may be delegated to the Subtenant by the terms of the Approved Sublease, or to any other designee of Tenant, provided that such delegation shall not relieve Tenant of its liability and responsibilities under this Lease. 35. TAX REPORTING. The Parties acknowledge and agree that, strictly for purposes of federal income tax reporting and in compliance with all applicable Federal tax laws, Tenant intends to report all income and expenses relative to this Lease and the operation of the Premises as though this Lease were a partnership. Tenant shall pay Tenant's share of income taxes out of Tenant's own funds. Landlord agrees that it shall not take any action or file any report or return that is inconsistent with such treatment and characterization, unless required by applicable law or if such treatment or characterization causes Landlord to be liable for any taxes or other liabilities for which it would otherwise not be liable. 36. ESTOPPELS. Both Parties agree that at any time and from time to time at reasonable intervals, within ten(10) business days after written request by the other Party, said Party will execute, acknowledge and deliver to the designee designated by the other Party, a certificate in a form as may from time to time be provided, certifying to the extent true and correct the following, as well as any other provision reasonably requested by the other party: (a) that the Occupant has entered into occupancy of the Premises and the date of said entry if requested; (b) that this Lease is in full force and effect, and has not been assigned, modified, supplemented or amended in any way (or if there has been any assignment, modification, supplement or amendment, identifying the same); (c) that this Lease represents the entire agreement between Landlord and Tenant as to the subject matter hereof(or if there has been any assignment, modification, supplement or amendment, identifying the same); (d) the date of commencement and expiration of the term; (e) that all conditions under this Lease to be performed by Landlord, if any, have been satisfied(and if not, what conditions remain unperformed); (f)that to the knowledge of the signor of said writing, no default exists in the performance or observance of any covenant or condition in this Lease and there are no then existing defense or offsets against the enforcement of this Lease by Landlord., or, instead, specifying each default, defense or offset of which the signor may have knowledge; and(g)the amount of rent or other charges, if any, that has been paid in advance and the amount of security, if any, that has been deposited with Landlord. 37. LANDLORD'S LIEN. Landlord hereby waives any right to a statutory or contractual landlord's lien or similar lien on any Removables of Tenant or the Occupant. Landlord agrees, at the request of Tenant, to execute a waiver of any Landlord's or similar lien for the benefit of any present or fixture holder of a security interest in or lessor of any of trade fixtures or any other personal property of Tenant or the Occupant. Stonewater USCG Facility Lease 1-31-13 Page 29 of 32 Landlord acknowledges and agrees in the future to acknowledge(in a written form reasonably satisfactory to Tenant) to such persons and entities at such times and for such purposes as Tenant may reasonably request that Removables owned by Tenant are Tenant's property and not part of Improvements (regardless of whether or to what extent such Removables are affixed to the Improvements) or otherwise subject to the terms of this Lease. 38. FORCE MAJEURE. Neither Landlord nor Tenant will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations hereunder by reason of Force Majeure. "Force Majeure"means any act that (a) materially and adversely affects the affected Party's ability to perform the relevant obligations under this Lease or delays such affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c)is not due to the affected Party's negligence or willful misconduct and(d)could not be avoided by the Party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such Party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through(d) above, Force Majeure shall include, but not be limited to,: (i) natural phenomena, such as storms, wind, floods, lightning and earthquakes; (ii) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii)transportation disruption, whether by ocean, rail, land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Parry; (v) fires; and (vi) the unavailability of necessary and essential equipment and supplies; provided, however, that under no circumstances shall Farce Majeure include any of the following events: (A) economic hardship; (B) changes in market condition; or (C) weather conditions which could be anticipated by experienced contractors operating at the relevant location and exercising commercially reasonable business judgment. 39. MISCELLANEOUS. a. Landlord expressly reserves all water, gas, oil and mineral rights in and under the soil beneath the Premises, but testing for and/or removal of any such gas, oil, or minerals shall be done in a manner so as not to materially disturb the Premises or disrupt the operation of the business being conducted thereon. b. If any provision of this Lease shall be to any extent held invalid or unenforceable, the remainder of this Lease shall not be deemed affected thereby. C. This Lease shall be governed by and construed and enforced in accordance with the laws of the State of Texas,without resort to conflicts of laws principles. d. Any failure or neglect of Landlord or Tenant at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive Landlord's or Tenants right thereafter to declare a forfeiture for like or other or succeeding breach,or default C. Whenever a consent or approved is required, or a party is required to undertake any action hereunder, such consent, approval or action shall not be unreasonably withheld, conditioned or delayed. Stonewater USCG Facility Lease 1-31-13 Page 30 of 32 f. Whenever the parties are required to agree on the selection of a professional to be engaged by or on behalf of the parties, a party's selection shall be acceptable so long as such firm is a recognized firm with (or such individual has) all required licenses to conduct the subject business and meets other applicable industry standards. g. If either party fails to require the other to perform a term of this Lease, that failure does not prevent the party from later enforcing that term and all other terms. If either party waives the other's breach of a term,that waiver does not waive a later breach of this Lease. h. This Lease may be amended only by written instrument executed on behalf of Landlord and Tenant,and,if applicable,Tenant's Lender. i. This Lease shall be binding on and inure to the benefit of Landlord and Tenant and their respective permitted successors and assigns. j. Venue of any action brought under this Lease lies in Nueces County, Texas, exclusively, where the Lease was executed and will be performed. k. This Lease may be executed in any number of duplicate counterparts, each of which shall be deemed to be an original of this Lease for all purposes. 1. This Lease and the exhibits attached hereto set forth the entire agreement of the Parties with respect to lease of the Premises. No other agreements, assurances, conditions, covenants (express or implied),or other terms of any kind, exist between the parties regarding this Lease. [signature page follows] Stonewater USCG Facility Lease 1-31-13 Page 31 of 32 IN TESTIMONY WHEREOF, the Parties have hereunto set their hands in duplicate effective as of the Effective Date. LANDLORD: Attest: CITY OF CO C STI By. Armando Chapa Ronald L. Ols n City Secretary City Manager Date: Date: - ,9, 3 TENANT: FDL-CC,LLC, a Texas limited liability company By: Name: 0 0,4 6 0,Lke A w+ Title: Manager Date: /11 ) N3 EXHIBITS: Exhibit A - Initial Development Provisions Exhibit A-1- GSA Request for Lease Proposal Exhibit A-2- Utility Infrastructure Z Exhibit A-3- Insurance Requirements !T. gfi4 Exhibit B - Premises Description Exhibit C - Government LeaseUMt.tt S%Fft"AR Stonewater USCG Facility Lease 1-31-13 Page 32 of 32 Exhibit A INITIAL DEVELOPMENT PROVISIONS These Initial Development Provisions are attached to and form a part of that certain Ground Lease dated April 14, 2013 (the"Lease'), by and between the City of Corpus Christi, a Texas home-rule municipal corporation (herein, "Landlord"), and FDL — CC, LLC, a Texas limited liability company (herein, "Developer"). All capitalized terms used in this exhibit, unless specifically defined herein, shall have the meanings ascribed to them in the Lease. 1. Development of Improvements a. Improvements. As of the date of this Lease, the DHS Facilities are intended to be comprised of three structures: (i) a three-story command and control building of approximately 58,000 square feet; (ii) a two-story hangar building of approximately 114,000 square feet; and (iii) a one-story ground support building of approximately 8,000 square feet; all being more particularly described in the GSA Request for Lease Proposal attached hereto as Exhibit A-1. The DHS Facilities and all required ramps and improvements related thereto or otherwise required to be constructed under the terms of the Government Lease (collectively, "Initial Improvements"), shall be developed and constructed by Developer in accordance with and subject to the Government Lease and the terms and provisions of this Exhibit A. b. Plans and Specifications. Prior to constructing the Initial Improvements, Developer shall cause to be prepared, by competent and licensed architects and engineers of recognized standing, complete plans and specifications therefor, and such plans and specifications shall be submitted to the Director for approval, which approval shall not be unreasonably withheld. Developer may not make any substantial changes or alterations to said plans or specifications after initial approval by the Director without further written approval by the Director, provided, however, such approval shall not be required with respect to any changes or alterations made to the DHS Facilities at the request of the Government- Tenant, so long as such changes or alterations comply with all municipal fire, building and other applicable city, state and federal regulations and code requirements, including any landscaping or design requirements of the Airport and the terms and provisions of any required building permits (collectively, "Building Regulations"). All plans and specifications for any Initial Improvements, and all renovations, remodeling, refurbishing and construction upon the Premises, must comply with all applicable Building Regulations, unless otherwise exempt therefrom. Such plans and specifications are subject to final submission and permit review by Landlord, in the ordinary course of Landlord's business. Developer will coordinate design and construction with Landlord, and Landlord will promptly approve in writing all plans and design-related change orders through completion of the Initial Improvements; provided, however, if Landlord shall fail to approve or disapprove any such plans and specifications submitted by Developer hereunder within ten (10) business days after Landlord's rec�['pt thereof, Landlord shall be deemed to have approved same. All construction, including worlananship and materials, must be of first-class quality. As used herein, the term 'first-class quality" means of the same quality as materials used to construct other buildings used for the same or similar purposes already constructed on the Airport. Exhibit A,Page 1 of 6 C. Construction. After Landlord's approval (or deemed approval) of the plans and specifications for the Initial Improvements, Developer will enter into a construction contract with a reputable, licensed contractor, and will cause all such work reflected by such plans and specifications to be performed by such contractor. The Parties agree that Developer will use best efforts to award a minimum of eighty percent (80%) of the value of the construction costs for the Initial Improvements to qualified parties, including but not limited to,architects, engineers, contractors, and consultants, available at competitive rates, located within a fifty(50) mile radius of Nueces County. In the event that Developer does not believe that sufficient qualified parties, including but not limited to, architects, engineers, contractors, and consultants, are available at competitive rates, then it may request an exemption in writing from Landlord identifying the reasons that Developer is unable to satisfy such goal. Landlord shall consider such request in good faith and shall provide its written response thereto with ten (10) business days after its receipt of such request. Developer must include in all construction contracts entered into for the construction of the Initial Improvements a provision requiring the contractor to indemnify, hold harmless, defend and insure the Parties, including their respective officers, agents and employees, against the risk of legal liability for death, injury or damage to persons or property, direct or consequential,arising or alleged to arise out of,or in connection with,the performance of any or all of the construction work, whether the claims and demands made are just or unjust, unless same are caused by the gross negligence or willful act of either of the Parties or their respective officers, agents or employees. Developer must also fiunish, or require the contractor to fiunish, insurance as required in Section 15 of the Lease. During such construction, Developer shall be responsible for causing the Premises to be kept in good order and condition in accordance with commercially reasonable standards. Developer will coordinate all construction traffic within the Airport boundaries with the Director so as to not inhibit regular airport traffic and to keep roadways safe and clean. All construction parking and staging will occur on the Premises unless agreed to by the Director in writing. Developer will also coordinate with Landlord and the FAA any construction activities that are reasonably anticipated to affect the operations of the Airport. During the progress of all work, the Director or another duly authorized representative of Landlord may enter upon the Premises and make such inspections as may be reasonably necessary for the purpose of satisfying Landlord that the work or construction is being performed in accordance with the terms and provisions of this Lease, provided that Landlord shall not unreasonably interfere with the progress of such work. Upon completion of the construction of any Initial Improvements and prior to the occupancy thereof by the Occupant, Developer shall provide a copy of the certificate of occupancy (or its local equivalent)therefor to the Director. d. Bo dingy. Prior to the commencement of the construction of any Initial Improvements, Developer shall provide Landlord with a completion and performance bond in an amount sufficient to fully fund the construction of the Initial Improvements in accordance with the Government Lease. Exhibit A,Page 2 of 6 e. Utilities. Developer shall be responsible for arranging and paying for, at its sole cost, all utility connections necessary for utilizing the Premises and all utilities required under the plans and specifications for the Initial Improvements; ropvidecl, however, Landlord shall assist and reasonably cooperate with Tenant, at no cost to Landlord, in making available to the Premises property line the Existing Utility Infrastructure as described or depicted on Exhibit A-2 attached hereto, it being understood and agreed that Tenant shall accept the Existing Utility Infrastructure in their current, existing locations, on an "AS IS," "WHERE IS" basis, with no obligation on the part of Landlord to provide or construct any utilities not described or depicted in Exhibit A-2. Utility usage will be billed directly to Developer and paid for by Developer unless and until Developer has delegated the responsibility for utility payments to the Government-Tenant. f Aviation-Related Infrastructure. The Parties agree that Developer shall construct and install any required improvements as shall be necessary or desirable for the intended operation of the DHS Facilities (the "Aviation Related Infrastructure") as part of its construction of the Initial Improvements, such construction to be in accordance with plans and specifications therefor approved by the Parties. The Parties acknowledge that Federal fiends may be available for all or part of the construction of the Aviation-Related Infrastructure, and the Parties agrees to work together in good faith to obtain such funding. g. Access. Landlord agrees to cooperate with Developer with respect to any roadway or access improvements required to enhance passenger vehicle traffic to the Premises, provided that the costs of any necessary modifications shall be the sole responsibility of Developer. h. Fin_anciniz. The complete cost of developing all necessary plans and specifications as provided herein, obtaining all licenses and permits required prior for construction, and the construction of Initial Improvements upon and as a part of the Premises by Developer shall be borne solely by Developer and be at no expense to Landlord whatsoever; provided, however, Landlord agrees that, in connection with Developer's construction of the Initial Improvements, Landlord shall provide Developer the maximum waiver allowance permitted under applicable ordinances, rules and regulations of the City of Corpus Christi. Developer acknowledges that it shall be responsible for the payment of any and all cost overruns incurred in connection with the initial construction of the Initial Improvements. Landlord also agrees to cooperate with Developer in the pursuit of any and all available grant funding which might be available in connection with the construction of the Initial Improvements on the Premises or any portion thereof, and all such grant funds received will be credited in full to Developer. The pursuit of such funds will be conditioned upon the requested funds not being required to complete other projects contained in the Airport Capital Improvement Program, as may be amended from time to time. If the FAA or its successor requires modifications or changes to the Lease or this Exhibit A as a condition precedent to granting funds for improvements, the Parties agree to consent to the amendments, modifications or changes of the Lease or this Exhibit A as may be reasonably required to obtain the funds provided; provided, however, Tenant will not be required to pay increased rent, change the use of the Premises, modify or amend the Government Lease or accept a relocation or reduction in size of the Premises unless the Parties have fully executed an amendment to the Lease that is mutually satisfactory to all parties, including the Government-Tenant, for any terms or conditions of the Lease affected by said actions. Exhibit A,Page 3 of 6 Other than the grant funding described above, Developer shall be responsible for securing any Construction Financing. The terms and conditions of the Construction Financing shall be subject to the sole discretion of Developer, and Developer agrees that it shall not allow any lien to attach to the Premises or Tenant's leasehold interest, except as expressly permitted in the Lease. The Parties further agree that, to the extent that Developer realizes any cost savings in the construction of the Initial Improvements such that funds from the Construction Financing remain available for Developer's use, then, after payment of all expenses and Tenant's initial funding of the Reserve Account, if such excess funds are less than Five Hundred Thousand Dollars ($500,000), then (i) fifteen percent (15%) of such excess funds shall be paid to Landlord and (ii) eighty-five percent (85%) of such excess funds shall be paid to Developer. If such excess funds exceed $500,000, then the amount of such excess exceeding $500,000 shall be paid into the Reserve Account. Not later than forty-five (45) days prior to the closing on the Construction Financing, Developer shall provide to Landlord the construction budget for the development and construction of the Initial Improvements and Landlord shall have twenty-one (21) days in which to provide any comments it may have with respect to any matters contained in such budget. The budget shall reflect all costs and expenses anticipated to be incurred in connection with the development and construction of the Initial Improvements, including the Development Fee and Consulting Fee to be paid to Developer (as defined below). If Landlord provides comments to the budget, Landlord and Developer shall work together in good faith to address any comments that Landlord may have with respect to the construction budget, such that the budget shall be finalized and approved by Developer's construction lender ("Developer's Lender'') within twenty (20) days after having been first provided to Landlord (once approved by Landlord,Developer and Developer's Lender,the"Construction Budget"). i. As-Built Plans. Upon final completion and acceptance by the Government-Tenant of the Initial Improvements, Developer and/or Developer's architect shall (i) certify to the Director that the Initial Improvements were completed according to the approved plans and specifications therefor and in compliance with all applicable Building Regulations and (ii) provide two (2) sets of Mylar "as-built" plans and one electronic copy of the record construction documents to the Director,who will keep one set of plans on file at the Director's office in the Airport terminal and will provide the other set to the City Secretary. Developer must keep said documents current, by providing to the Director two (2) sets of Mylar "as-built" plans and one electronic copy of all record construction documents showing any alteration in excess of$50,000 to the Initial Improvements during the term of this Lease. j. Alterations. During the term of this Lease, Tenant shall (subject to the other terms and conditions of this Lease) have the continuing right to remodel, renovate and refurbish the Initial Improvements situated from time to time on Premises, or any part thereof, and to build and construct new additions and improvements thereto and thereon; provided, however any changes each costing more than One Hundred Thousand Dollars ($100,000) shall require the prior written consent of the Director, whose consent shall not be unreasonably withheld, conditioned or delayed; provided farther, that such consent shall not be required with regard to any alterations made to the DNS Facilities if requested by the Government-Tenant and such alterations comply with applicable Building Regulations. Exhibit A,Page 4 of 6 k. Ownership of Improvements_ Upon the termination of this Lease, ownership of improvements at the Premises, exclusive of Tenant's and its Subtenants' Removables, shall fully vest in Landlord, free and clear of all liens, leases and other encumbrances and adverse interest on property and improvements. 1. Liens. Except as expressly permitted under Sections 13 and 31 of the Lease, Developer shall not allow a lien to attach to the Premises or Tenant's leasehold interest therein without the prior written approval of Landlord. Notwithstanding any such approval, Landlord's fee simple interest in the surface estate burdened by Tenant's leasehold estate and rent received from Subtenants must in all events be exempt from any such lien. Any lien of Developer's Lender (defined below) shall contain the following language, or such other similar language as may be approved by Landlord: "Lender agrees that the lien created by this instrument is effective only as to Tenant's leasehold estate created by the Ground Lease dated , executed by the City of Corpus Christi, as Landlord, and FDL-CC, LLC, as Tenant, and does not affect Landlord's interest,being the fee simple estate burdened by Tenant's leasehold estate." In the event of any foreclosure by any lender, financing agency or guarantor of its lien or liens on the Initial Improvements constructed by Developer, said lender, financing agency or guarantor shall succeed hereunder to all rights, privileges and duties of Tenant, including, without limitation, paying all rentals called for under the Lease,as if said lender was originally named as the"Tenant"thereunder. 2. Permissible Development Fees In connection with the Government Lease and the development of the Initial Improvements and Premises, Developer shall be entitled to be paid (i) a development fee equal to four percent (4%) of the soft and hard costs (exclusive of any financing fees, administrative fees and marketing fees) expended in the initial development of the Premises (the"Development Fee"), and(ii) a government consulting fee of two dollars ($2.00) per square foot of rentable building area subleased to the Government-Tenant under the Government Lease (the "Consulting Fee"). The Development Fee shall be included in the total Construction Financing and paid to Developer in monthly installments during the progression of the construction of the Initial Improvements and in accordance with the Construction Budget. The Consulting Fee shall be paid to Developer upon the closing of the Construction Financing. 3. Right to Amend If the Government-Tenant or its successor requires modifications or changes to the Lease or this Exhibit A as a condition precedent to granting or providing funds for the Initial Improvements,the Parties agree to consent to the amendments, modifications or changes of the Lease or this Exhibit A as may be reasonably required to obtain the funds provided; provided, however, Tenant will not be required to pay increased rent, change the use of the Premises, modify or amend the Government Lease or accept a relocation or reduction in size of the Premises unless the Parties have fully executed an amendment to the Lease that is mutually satisfactory to all parties, including the Government-Tenant, for any terms or conditions of the Lease affected by said actions. Exhibit A,Page 5 of 6 4. Signage Developer and the Government-Tenant may install on the Initial Improvements and/or Premises signs or other corporate identification of its or their business, provided the same comply with applicable City ordinances and Airport policies. The size,type, design and location of such signs or other corporate identification shall be subject to the prior approval of the Director, which approval shall not be unreasonably withheld. 5. Taxes and Licenses During the development of the Premises and the construction of the Initial Improvements, Developer must cause to be paid,prior to delinquency, any and all taxes of whatever character, including ad valorem and intangible taxes, that may be levied or charged upon the Premises, the Initial Improvements or any operations thereon. Developer shall cause to be paid any and all sales taxes arising in connection with the occupancy or use of the Premises whether the taxes are assessed against the Developer or any Subtenant. Developer must obtain and pay for all licenses or permits necessary or required by law for the construction of the Initial Improvements and must require any Subtenant to obtain,and pay for all licenses and permits necessary or required by law for the installation of equipment and fiunnishings, and any other licenses necessary for the conduct of its operations. If Developer or any Subtenant wishes to contest any tax or charge, such contest will not be a default under the Lease, so long as Developer or such Subtenant diligently prosecutes the contest to conclusion and promptly pays whatever tax is ultimately owed. Further,Developer shall cause any taxes not being contested to be paid prior to delinquency. 6. Insurance Developer shall not commence construction of the Initial Improvements until all insurance required under Section 15 of the Lease and Exhibit A-3 attached hereto has been obtained by Developer and any contractor or subcontractors engaged by Developer and approved by Landlord's Risk Manager or designee. Developer shall otherwise comply with the terms and provisions set forth in Section 15 of the Lease and Exhibit A-3 at all times during the construction of the Initial Improvements, Exhibit A,Page 6 of 6 Exhibit A-1 GSA REQUEST FOR LEASE PROPOSAL (to be attached when issued) [see attached] Exhibit A-X Exhibit A-2 UTILITY INFRASTRUCTURE [see attached] Exhibit A-2 1c) r� aA;� ,$m i aeso AWMY=AM xa 0 mom mm� C -E aJaoar ra" i 4& H amom v Y m 33VAM 444 € o n S M sr w DEPARTMENT OF AVIATION az, l'RCY:lRF9 Rh': CORPUS CHRISTI $�"'Sf nPPA n IuYFiIBIT"A_2" LV'TfR�1r1.CIONt1I.r1IRi�ORT v 9rfir=`v'- CORPUS CHRISTI �' INTERNATIONAL AIRPORT 2011 Exhibit A-3 INSURANCE REQUIREMENTS I. DEVELOPER'S LIABILITY INSURANCE A. Developer shall not commence work under the Lease until all insurance required herein has been obtained and approved by Landlord's Risk Manager or designee. Developer must not allow any contractor or subcontractor to commence work until all similar insurance required of the Developer/Contractor has been so obtained. B. Developer shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. Landlord must be named as an additional insured for the General Liability policy, and a waiver of subrogation is required on all applicable property policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Notice of Cancellation required on all Bodily injury and Property Damage certificates or by policy endorsement(s) Per Occurrence/aggregate Commercial General Liability including: 1. Broad Form $1,000,000 Per Occurrence 2. Premises--Operations $2,000,000 Aggregate 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Tenants 7. Underground Hazard(if applicable) BUILDER'S RISK Completed Value Policy with an All-Risk (During any Period of Construction) Endorsement BUSINESS AUTOMOBILE LIABILITY $5,000,000 Combined Single Limit 1. Owned 2. Hired&Non-owned WORKERS'COMPENSATION WHICH COMPLIES WITH THE TEXAS WORKERS'COMPENSATION ACT AND PARAGRAPH H OF THIS EXHIBIT. EMPLOYER'S LIABILITY $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this project,Developer/Contractor shall furnish the Risk Manager with copies of all reports of such accidents within ten(10)days of the accident. Exhibit A-3,Page 1 of 3 II. ADDITIONAL REQUIREMENTS A_ Developer/Contractor must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers'compensation obligations incurred will be promptly met. . B. Developer's financial integrity is of interest to Landlord; therefore, subject to Developer's right to maintain reasonable deductibles in such amounts as are reasonably approved by Landlord, Developer shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Developer's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M.Best's rating of no less than A-VII. C. Landlord shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by Landlord, and may reasonably require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions(except where policy provisions are established by law or regulation binding upon either of the Parties or the underwriter of any such policies)where commercially feasible. Developer shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to Landlord at the address provided below within 10 days of the requested change. Developer shall pay any costs incurred resulting from said changes. All notices under this provision shall be given Landlord at the following address: City of Corpus Christi Attn: Risk Management P.O.Box 9277 Corpus Christi,TX 78469-9277 (361) 826-4555-Fax# D. Developer/Contractor agrees that with respect to the above required insurance, an insurance policies are to contain or be endorsed to contain the Following required provisions: • Name Landlord and its officers, officials, employees, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with Landlord,with the exception of the workers'compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where Landlord is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of Landlord; and • Provide thirty (30) calendar days advance written notice directly to Landlord of any cancellation in coverage, and not less than ten(10)calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Exhibit A-3,Page 2 of 3 Developer shall provide a replacement Certificate of Insurance and applicable endorsements to Landlord. Landlord shall have the option to suspend Developer's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach hereof if not promptly cured. F. In addition to any other remedies Landlord may have upon Developer's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, Landlord shall have the right to order Developer to stop work hereunder, and/or withhold any payment(s) which become due to Developer hereunder until Developer demonstrates compliance with the requirements hereof G. Nothing herein contained shall be construed as limiting in any way the extent to which Developer may be held responsible for payments of damages to persons or property resulting from Developer's performance of the work covered hereunder. H. It is agreed that Developer's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under the Lease,except for the negligence of Landlord. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in the Lease. Exhibit A-3,Page 3 of 3 Exhibit B PREMISES DESCRIPTION [see attaches'] Exhibit B Exhibit C GOVERNMENT LEASE (to be attached when executed) [see attached] Exhibit C SC j2 AGENDA MEMORANDUM Emergency Item for the City Council Meeting of October 8, 2013 DATE: October 3, 2013 TO: Ronald L. Olson, City Manager FROM: Eddie Houlihan, Assistant Director of Management & Budget Eddieho @cctexas.com 361-826-3792 Appropriating $169,182.36 from the General Fund Unreserved Fund Balance to hold Special Election on November 5, 2013 CAPTION: Ordinance appropriating $169,182.36 from the Unreserved Fund Balance in the No. 1020 General Fund for additional costs relating to Proposition 1 regarding Destination Bayfront of the November 5, 2013 special election; and changing the FY 2013-2014 Operating Budget adopted by Ordinance No.029915 to increase appropriations by $169,182.36; and declaring an emergency. PURPOSE: The purpose of this ordinance is to appropriate sufficient funding to cover the costs of the November 5, 2013 election. BACKGROUND AND FINDINGS: On July 30, 2013, the City Council passed a resolution directing staff to prepare an ordinance calling for an election, with the approved proposition and ballot language, to consider whether the City should issue general obligation bonds in the aggregate amount of $44,600,000 for the Destination Bayfront project. On August 20, 2013, the City Council approved the ordinance ordering a Special Election to be held on November 5, 2013 to consider Proposition 1 for Destination Bayfront (see attachment). In part, the ordinance also authorized a joint election agreement with Nueces County to conduct the election. The estimated cost of the election appropriated in the FY 2013-14 budget was $200,000, based on the cost of past elections and a verbal estimate from Nueces County in the spring 2013. The City Secretary's Office recently received the joint election agreement, and the cost estimate has increased to $369,182.36. Attached is a letter from County Clerk Diana Barrera explaining how the estimate was calculated. An additional $169,182.36 needs to be appropriated to cover the cost of the election. ALTERNATIVES: NONE OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: City Council must approve any changes in budget appropriations. EMERGENCY/ NON-EMERGENCY: Staff is requesting an emergency reading. According to Article II, Section 14 of the City Charter, an item can be classified as an emergency because it calls for "immediate action necessary for the efficient and effective administration of the city's affairs". The item must be considered in one reading because early voting is scheduled to begin on October 21, 2013. DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2013-2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $200,000.00 0 $200,000.00 Encumbered / Expended Amount This item $169,182.36 $1697182.36 BALANCE $3697182.36 0 $3697182.36 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the Ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance — (This item) Ordinance# 029925, dated August 20.2013, Ordering a Special Election Letter from County Clerk Joint Election Agreement Cost Estimate Page 1 of 2 Ordinance appropriating $169,182.36 from the Unreserved Fund Balance in the No. 1020 General Fund for additional costs relating to Proposition 1 regarding Destination Bayfront of the November 5, 2013 special election; and changing the FY 2013-2014 Operating Budget adopted by Ordinance No.029915 to increase appropriations by $169,182.36; and declaring an emergency Be it ordained by the City Council of Corpus Christi, Texas, that: Section 1. That $169,182.36 is appropriated from the Unreserved Fund Balance in the No. 1020 General Fund for additional costs relating to Proposition 1 regarding Destination Bayfront of the November 5, 2013 special election. Section 3. That the FY 2013-2014 Operating Budget adopted by Ordinance 029915 is changed by increasing appropriations by $169,182.36. Section 3. That upon written request of the Mayor or five Council members, copy attached, the City Council finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure this the day of 2013. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor APPROVED: , 2013 Lisa Aguilar Assistant City Attorney For City Attorney Page 2 of 2 Corpus Christi, Texas Day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Nelda Martinez Mayor Council Members The above ordinance was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott 1 Ordinance ordering a Special Election to be held on November 5, 2013 In the City of Corpus Christi on the question of authorizing one or more series of bonds supported by ad valorem taxes; providing for procedures for holding such election; providing for notice of election and publication; providing for establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County; making provisions for the conduct of such joint election; and enacting provisions and resolving other matters incident and related to such election. WHEREAS, Chapters 1251 and 1331, as amended, Texas Government Code specifies certain requirements for the conduct of elections by Texas municipalities concerning the issuance of bonds and the levy of an ad valorem tax in support of payment thereof; and WHEREAS, Section 3.004 of the Texas Election Code provides that municipal authorities shall order elections pertaining to municipal affairs, and other provisions of the Election Code provide for notice, appointment of officers to hold the election, and other matters related to the holding of the election; and WHEREAS, Section 3.006 of the Texas Election Code provides that in addition to any other elements required to be included in an election order by other law, each election order must state the date of the election and the offices or measures to be voted on at the election; WHEREAS, Nueces County will also be conducting a Special Election on November 5, 2013; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. A Special Election(the"Election")shall be held in the city of Corpus Christi, Texas(the"City") on Tuesday, November 5,2013 ("Election Day"). SECTION 2. At the Election all qualified voters of the City shall be permitted to vote. SECTION 3. The eSlate direct recording equipment (DRE) shall be employed at the Election in accordance with the applicable provisions of the Texas Election Code and the Election shall be held at the polling places in the regularly prescribed precincts of the My, as set forth on Attachment A, hereto incorporated by reference and made part of this Ordinance. The Election shall be held in accordance with the Election Laws of the State of Texas. The polls shall be open from 7:00 a.m. to 7:00 p.m. on Election Day. SECTION 4. The City Secretary shall conduct the Election as directed by this Ordinance and by law, pursuant to the Joint Election Agreement to be entered into with Nueces County. SECTION 5. The eSlate direct recording equipment shall be used for the conduct of the Election on Election Day and for early voting. Early voting in person at each of the Ordinance-Special Election 2013 AS FINALLY ADOPTED 8-20.13 0 j'9 9 2 5 INDEXED 2 temporary branch polling places shall be conducted on Monday, October 21, 2013 through Friday, November 1, 2093 (inclusive of Saturday and Sunday). Such early voting in person may be conducted at the main early voting polling place located at Nueces County Courthouse, 901 Leopard, as well as at the permanent branch polling places as set forth in Attachment B, incorporated by reference and made a part of this Ordinance. In addition, early voting in person may be conducted at the mobile temporary branch polling places set forth in Attachment C, and then incorporated by reference and made a part of this Ordinance,during the days and hours specified therein. The City Secretary is authorized, in the event of an emergency,preventing any of the designated polling places from being utilized,to provide for suitable replacement locations. Each branch polling place and the main early polling place serve all Election precincts. The City shall also utilize a Central Counting Station (the Station) as provided by Section 127.009, et seq., as amended, Texas Election Code, as amended. The elections administrator of Nueces County, or the designee thereof, is hereby appointed as the Manager and Presiding Judge of the Station and may appoint Station clerks and establish a written plan for the orderly operation of the Station in accordance with the provisions of the Texas Election Code, as amended. The City Council hereby appoints the elections administrator of Nueces County, or the designee thereof, as the Tabulation Supervisor and the elections administrator of Nueces County,or the designee thereof, as the Programmer for the Station. Lastly, elections administrator of Nueces County,or the designee thereof will publish notice and conduct testing on the automatic tabulation equipment relating to the Station and conduct instruction for the officials and clerks for the Station In accordance with the provisions of the Texas Election Code, as amended. SECTION 6. All resident qualified voters of the City shall be permitted to vote at the Election, and on Election Day and Early Voting, such voters shall vote at the designated polling places. The Election shall be held and conducted in accordance with the provisions of the Texas Election Code, as amended, Chapter 1251, as amended, Texas Government Code, and as may be required by any other law. All materials and proceedings relating to the Election shall be printed In both English and Spanish. The City Secretary Is directed to post and publish such Election notices as are required by the Election Laws of the State of Texas. This notice, including a Spanish translation thereof, shall be posted at three (3) public places withln the City and at the City Hall not less than twenty-one (21)days prior to Election Day, and be published on the same day In each of two (2) successive weeks In a newspaper of general circulation in the City, the first of these publications to appear in such newspaper not more than thirty(30)days,and not less than fourteen (14)full days prior to Election Day. The City Secretary is appointed as the authority and officer responsible for the conduct of said Election and is hereby authorized and directed to make all necessary arrangements for the holding of said Election in accordance with and subject to the laws of this State, including, but not limited to coordinating the Election process, in accordance with the Joint Election Agreement to be executed with Nueces County. The City Secretary is authorized to approve all lawful changes and additions to the procedures provide herein Ordinance-Special Elecoon 2013 AS FINALLY ADOPTED&20-13 3 in order to Implement such agreement, including provisions for substations, mobile voting sites and Election Day polling sites. SECTION 7. At the Election, the City voters shall be presented with the following proposition (in English and Spanish)In the form prescribed by applicable Texas law: Proposition No. 1 The City Council of the City of Corpus Christi,Texas shall be authorized to Issue and sell one or more series of general obligation bonds of the City in the aggregate principal amount of not more than $44,800,000 for the purpose of designing, demolishing, constructing, acquiring, improving and equipping a public-private project known as Destination Bayfront—a parks, recreation and cultural enrichment project developed with public input to make improvements, renovations and enhancements to revitalize approximately 34 acres of public land and beach downtown,which would leverage public construction dollars with private donations and other sources of funding for ongoing park programming, operation and maintenance costs, the improvements and amenities to be made having been developed through a series of public meetings and which Include: • Improvements to Veteran's area including shaded event space, restrooms and handicap parking; • Large event area with covered stage, including necessary utility connections and lighting to support festivals and other large events; • Boardwalk promenade along the seawall with shade structures and restrooms adjacent to shops and restaurants; • Public pier with shade structures; • ADA ramp to access Magee beach and beach wash off stations; • Children's and family play areas including shaded seating, recreational and playground equipment for all ages, a climbing wall, and a water spray feature; • Senior exercise area; • Hiking and jogging trails and sports courts; • Dog park; • Picnic area; • Adding shaded areas, landscaping, lighting, drop off points and transportation connection improvements throughout the site; Providing parking within the area; and • Construction, renovation and acquisition of buildings and other facilities for lease or grant of retail,food or other concessions to private entities; with such series or issues, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates(whetherfixed,floating,variable,or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by law at the time of any such issuance), as shall be determined within the discretion of the City Council(provided that such rate of interest shall not exceed the maximum rate per annum authorized by law at the time of the issuance of any issue or series of said bonds); and the City Council shall be authorized to levy and pledge, and cause to be assessed and collected, annual ad valorem taxes, within the limits provided by law, on all taxable property in the City sufficient to pay the annual Interest and provide a sinking fund to pay the bonds at Ordinance-Special Election 2013 AS FINALLY ADOPTED 8-20-13 4 maturity and to pay the costs of any credit agreements executed in connection with the bonds. SECTION 8. The official ballot shall be prepared in accordance with the Texas Election Code, as amended, so as to permit voters to vote "FOR" or "AGAINST° the aforesaid proposition which shall appear on the ballot substantially as follows; Proposition No. 1 The issuance of one or more series of general obligation bonds of the City In the aggregate principal amount of not more than $44,600,000 and the levy of a tax for payment thereof, for the purpose of designing, demolishing, constructing, acquiring, improving and equipping a public-private project known as Destination Bayfront — a parks, recreation and cultural enrichment project developed with public Input to make improvements, renovations and enhancements to revitalize approximately 34 acres of public land and beach downtown, which would leverage public construction dollars with private donations and other sources of funding for ongoing park programming, operation and maintenance costs, the Improvements and amenities to be made having been developed through a series of public meetings and which include: • Improvements to Veteran's area including shaded event space, restrooms and handicap parking; • Large event area with covered stage, including necessary utility connections and lighting to support festivals and other large events; • Boardwalk promenade along the seawall with shade structures and restrooms adjacent to shops and restaurants; • Public pier with shade structures; • ADA ramp to access Magee beach and beach wash off stations; • Children's and family play areas including shaded seating, recreational and playground equipment for all ages,a climbing wall, and a water spray feature; • Senior exercise area; • Hiking and jagging trails and sports courts; • Dog park; • Picnic area; • Adding shaded areas, landscaping, lighting, drop off points and transportation connection improvements throughout the site; • Providing parking within the area; and • Construction, renovation and acquisition of buildings and other facilities for lease or grant of retail,food or other concessions W private entities. SECTION 9. The voter-approved obligations Issued pursuant to Proposition 1 referenced above shall be secured by the full tax rate authorized by the Texas Constitution, in accordance with Article Vlll,Section 1(b)of the City Charter. SECTION 10. By approving and signing this Ordinance,the Mayor officially confirms as her action all matters recited In this Ordinance,which by law come within her jurisdiction. SECTION 11. The City Manager of the City is hereby authorized, as necessary or desired, to make such technical modifications to this Ordinance that are necessary for Ordinance-Special Election 2013 AS FINALLY ADOPTED 8-20-13 5 compliance with applicable State or federal law or to cant' out the intent of the City Council, as evidenced herein. SECTION 12. If for any reason zany section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision be given full force and effect for its purpose. SECTION 13. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 14. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 15. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 16. It is officially found, determined, and declared that the meeting at which this Ordinance was adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 17. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption. ATTEST: City Secretary Mayor The City of Corpus Christ Ordinance-Special Election 2013 AS FINALLY ADOPTED 8.20-13 6 That the foregoing ordinance was ead for the first time and passed to its second reading on this the iiay of ,2013, by the following vote: Nelda Martinez OIX Chad Magill L� a U, Kelley Allen Colleen McIntyre TV — Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That t e,foregoing ord'=2013,ad for the second time and passed finally on this the ay of by the fallowing vote: Nelda Martinez &41C Chad Magill Out Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the O� day of OtOU4�63. ATTEST: CITY OF CORPUS CHRISTI a Armai6do Chapa NeI&Martinez City Secretary Mayor Ordinance-Spedal Elecfion 2013 7 ATTACHMENT A [To be inserted-polling places in the regularly prescribed precincts of the City of Corpus Christ]] Ordinance -Special Election 2013 ATTACHMENT B [To be inserted-temporary branch polling places as set forth in Attachment B] Ordinance-Special Election 2013 9 ATTACHMENT C [To be inserted--the mobile temporary branch polling places, during the days and hours specified therein.] Ordinance-Special Bection 2013 V l eli II CITY OF CORPUS CHRISTI AND NUECES COUNTY JOINT ELECTION AGREEMENT This Agreement("Agreement'l is made and entered into on the day of_ 2013, by and between Nueces County ("COUNTY") and City of Corpus Christi ("CITY OF CORPUS CHRISTI")for the purposes and considerations stated below: WITNESSETH WHEREAS,the COUNTY wil I hold a Joint Election within the boundaries of the County on the 5th day of November,2013;and WHEREAS, CITY OF CORPUS CHRISTI will hold a Joint Election within the boundaries of CITY OF CORPUS CHRISTI on the 5th day of November 2013;and WHEREAS, it is the finding of the governing bodies of the parties hereto that it would be mutually beneficial for the COUNTY,and CITY OF CORPUS CHRISTI to jointly enter into an Agreement to hold the elections jointly and also to enter into an Election Services Contract for the provision of certain election services by the County Election Officer of Nueces County, Texas; THEREFORE, pursuant to Chapter 271 of the Texas Election Code, the COUNTY and the CITY OF CORPUS CHRISTI agree as follows: I ELECTION RESPONSIBILITIES 1. In accordance with Chapter 271 (Joint Elections)of the Texas Election Code,the COUNTY agrees to oversee and coordinate the conduct of said election for CITY OF CORPUS CHRISTI oversee and coordinate the provision of services to prepare for and facilitate the Joint Election to be held on 5th day of November 2013. COUNTY and CITY OF CORPUS CHRISTI agree that early voting and regular Election Day voting shall be conducted jointly. 2. In accordance with Chapter 3I, Subchapter D of the Texas Election Code, CITY OF CORPUS CHRISTI agrees to enter into an Election Services Contract with the County Election Officer of Nueces County,Texas,for the provision of those certain election services described in the Election Services Contract attached hereto as Exhibit A and incorporated herein by reference.The COUNTY shall bear its share of the cost for election services. The County Election Officer, Diana T. Barrera, is hereby designated the Election Officer responsible for conduct and provision of the election services identified in the Election Page I of 4 Services Contract attached as Exhibit A. Said County Election Officer will serve as the Early Voting Clerk, and her designee will serve as the Counting Station Manager of the Central Counting Station for the Joint Election. 3. Ron Olson is hereby designated the primary representative of CITY OF CORPUS CHRISTI to oversee and coordinate with the County Election Officer in the conduct of the elections. In addition, Armando Chapa as the CITY OF CORPUS CHRISTI Election Authority will perform or cause to be performed the following services: a. Coordinate with COUNTY on the conduct of all aspects of the CITY OF CORPUS CHRISTI elections, including (1) selection and establishment of early voting sites, and conduct of early voting (locations of early voting substations are attached to this Agreement as Exhibit B),and(2)designation of precincts, and polling places for use on Election Day(a list of polling places is included with this Agreement as Exhibit Q. b. Coordinate the handling and disposition of CITY OF CORPUS CHRISTI election returns, voter ballots, and tabulation of unofficial returns, and preparation of the tabulation for the official canvass by governmental entities. c. Provide information services for voters and election officers relating to CITY OF CORPUS CHRISTI elections. d. Maintain custody of the CITY OF CORPUS CHRISTI returns for a period as required by the Texas EIection Code. u PAYMENT The CITY OF CORPUS CHRISTI agrees to pay COUNTY for their share of the expenses of the election on a prorated basis dependent upon the number of entities participating in the Joint Election. Such payments will be made within 30 days of receipt from the County Election Officer of an itemized statement of the exact costs, expenses incurred and outstanding expenses related to the performance of election services, with CITY OF CORPUS CHRISTI and COUNTY each paying their respective shares of such costs and expenses. III NUSCELLANEOUS 1. COUNTY and CITY OF CORPUS CHRISTI will each be responsible for preparing and filing their own respective submission and attachments, if any, to the Justice Department for pre-clearance as may be required under Section 5 of the Voting Rights Act of 1965, as amended. Page 2 of 4 2. Each party will be responsible for posting or publication requirements necessitated by federal, state or Iocal laws as they may pertain to implementation of the respective issues placed on the ballot. 3. Each party wiII be responsible for receipt and processing filings of financial report statements by special purpose committees relating to the party's own respective elections. 4. Each party will be responsible for receipt and processing of applications of candidates for places on the ballot for its own positions, handling of drawings for places on the ballot for such positions,and the posting and issuance of any notices related thereto. 5. COUNTY will order separate ballots for CITY OF CORPUS CHRISTI containing all their propositions and regent candidates, respectively, to be voted on at the joint polling places, but a voter may not be permitted to vote on a CITY OF CORPUS CHRISTI ballot containing a proposition, or a City ballot containing a proposition and/or candidates, or CITY OF CORPUS CHRISTI ballot containing a proposition and/or candidates on which the voter is ineligible to vote. IV GENERAL PROVISIONS 1. This Agreement shall be construed in accordance with applicable Federal Election Laws, the Texas EIection Code,and all applicable laws of the State of Texas. 2. COUNTY and CITY OF CORPUS CHRISTI through their respective Election Authorities, may agree to amend or modify this Agreement in the event federal, state, or local law requires additional or different actions by the Election Authority, which is beyond the scope of this contract. Such amendment or modification shall not be effective unless such amendment or modification is in writing and signed by the parties with legal authority. 3. This Agreement constitutes the entire Agreement of the parties, supersedes any prior undertakings or written or oral agreements between the parties and can be modified or amended only by written instrument subscribed by each of the parties. Page 3 of Dated this day 12013 NUECESCOUNTY ATTEST: Samuel L.Neal,Jr. Diana T.Barrera County Judge County Clerk CITY OF CORPUS CHRISTI ATTEST: ...Ron Olson, Armando Chapa City Manager City Secretary Page 4 of Exhibit A ELECTION SERVICES CONTRACT CITY OF CORPUS CHRISTI p AND COUNTY OF NUECES THIS CONTRACT is made this day of . 20I3, by and between the CITY OF CORPUS CHRISTI (hereinafter referred to as"CITY OF CORPUS CHRISTI")and Diana T. Barrera, County Clerk (COUNTY ELECTION OFFICER), under authority of Texas EIection Code, Section 31.092 (a), to perform Election Services for the November Joint Election to be held by Nueces County on November 5,2013. This Contract is entered into in consideration of the mutual covenants and promises hereinafter set forth. Paragraph]. SERVICES OF COUNTY ELECTION OFFICER The COUNTY ELECTION OFFICER shall be responsible for the overall conduct of the election and shall perform and furnish the rollowing: (a) Hire all early voting personnel; (b) Conduct training session of all election workers; (c) Provide laptops,air cards,IabeI printers,and cell phones far processing early voters; (d) Provide Judges Booth Controller (JBC), eSlate equipment and booths for Early Voting and Election Day polling locations; (e) Transport election equipment to polling locations; (f) Provide Early Voting and Election Day technical support for mechanical breakdowns of voting equipment; (p) Scan aII mail ballots, tabulate Early Voting results,arrange Early Voting Ballot Board meeting, and provide export file of early voting results; (h) If applicable,program,generate and distribute ballots; W Prepare aII testing materials and conduct a test of the Electronic Equipment in compliance with Section 127,Subchapter D,of the Texas Election Code; (j) If applicable,provide additional misceIIaneous supplies upon request;and (k) Provide estimated cost of Election by Attachment"A". Paragraph 2. GENERAL CONDITIONS The parties agree that the COUNTY ELECTION OFFICER will perform all services listed in Paragraph 1. Furthermore,the parties agree that the CITY OF CORPUS CHRISTI is obligated to pay all expenses and shall reimburse the COUNTY ELECTION OFFICER and Nueces County with respect to any purchase reasonably made in the programming and transporting of voting equipment. Furthermore, after the election, the COUNTY ELECTION OFFICER will submit to CITY OF CORPUS CHRISTI an itemized statement as shown in Attachment"A"with the exact costs and expenses incurred related to the performance of this contract. CITY OF CORPUS CHRISTI agrees to make payment in conformity with the statement submitted by the COUNTY ELECTION OFFICER within thirty(30) days of receipt of the statement. SIGNED THIS DAY OF -2013 Diana T Barrers,County Clerk Ron Olson Nueces County City of Corpus Christi,City Manager NUECES COUNTY COUNTY CLERK DEPARTMENT Cost Sheet ID etall Breakdown ESTMATE COST Conlraclor N m--a�-q[Jqjn-1-9AQft EW,cfion For 9-0-46-S-4B hubRQ-qLLMtqJmI nlzizl Mf Median Data' Pmovcii t3II0521 Lpnwn ISO Mw Val 03 2$1 22M Snac %. Go 7M 11 IM Is WOOF SM.M. 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U 4,3'17 83 A so Q &A W000 h—ligmwr.".— I Iss al R zmlap I ............................ 33.•343 1 111445� 115 m, .45 I amm 1 ow im m:k0 82.39 ..................M..m.............m............................................ 7"a 1 JIM Now ....... ...... w d m Wi vu.00 omm Fam @a 2, .x4R 3.4 FIB AT we'2'a A=m Anstig tio w—mm 00 Ism 0m 314 I 2I..%UDD 14-M I,,-—"A-",06W ff'"womn� x58 91M." zh'm S? 1? 5=l 1 0 Jim 3.4w Do $AAD.97 i.mm —414P ........................................ 00D XWQ w I.W.G.5 re .2w 4c 12 E mSP Sm— BR2 R 5 =mn 5 w ?M 00 321 333m It I Im Tn 00 34221 723 al m 77 ti w cv=,Tzbk a rdwn 3D x t 3.w ISOM n %s m$ mumlata 7— 4. ...... 1 Evieff"m 111i Mr-&,X&wf.............................. LILT U.SALle 12,103 AD —IF—W ........................ =lwo 20�137KU TIN 50 "1 as SERVOCES SUBTOTAL jjq,W,75 114.16414 125,420.32 0,322.11 P....mr.0—11-S ml— 10% 73,980 70 32,466,46 33AOM 932.26 EQUIPMENT SERMES GRAND TOTAL 3813.565 53 5434.131.10 S3169A8236 510,255.07 Pr&Pmmd bv Elecdon Uii Caunry cgo&Dopmounitnt Ptigamm mmll,paymemi to: gi County claft• Ei)(0cdc"m 63mpmdftdaWmm P 0 or's 2627 Corpus chi TX 7B403 VID4 Tal M P�J 53 0-1,61W � Mailing Address: E-rnail6ddress: �O.Box D627 Corpus Christi,{27840 361/888-0580 County Clerk Hvrnopagp: 361/888-0329(FAX) County v �fX—'--- ' Offic«Q/ � F1'aDa T. AB[rera 0uacea County Clerk Mr. Ron Olson City Manager, City mf Corpus Christi 1201 Leopard Street Corpus Christi, Texas 7M40l Dear Mr. Olson: Thank you for your ' iryiotm1he es�zu� November , 70]3 ]Oizt � Election. ^ We have reviewed the itemized billing and performed uu exercise&r compare these costs 10 previous o1ecdonw. Please note the increases io the following areas: • Poll Worker Training o New Voter lD law requires training of all poll workers including o|uotion judgsx, ukenmate election judges and clerks. Previously, our office only trained elooTinu judges. E|oohoncln,kn will receive a two hour training, and alternate election judges will receive a four hour training which will also include training on the use ufthe electronic voting equipment. We do anticipate that this cost will drop because they will have an opportunity to perform an exercise to determine i{they are proficient in setting up the voting equipment at a polling place. • Developing and formatting ballot o f\ new line bcrn has been added 10 reflect the actual time spent developing the ballot. This includes creating and proofing all of the ballot formats created as a result of multi- jurisdictional boundaries within voting precinct boundaries. This task io the most critical component of the pre-programming mxpuc1 • EV and DI]0 Voting Machine Equipment Rental n Rental of each piece of electronic voting equipment increased frorn $160 to$200 to cover increases in the Software Maintenance costs that Nueces County pays annually to the provider uf our equipment. • Shared Costs between Jurisdictions o There are only three jurisdictions that will be sharing costs during this election cycle: Nuccce County,The City wf Corpus Christi, and London lSI}. The majority o[the costs will Veshared between Nueces County and the City of Corpus Christi due to the number of voting precincts within our jurisdictional boundaries, London ISD will only share costs in three voting precincts with both Nueces and the City. It is understood that costs will be much lower when more jurisdictions join together to hold elections. In preparation for elections, we create a higher cost estimate than what we anticipate the actual costs to be so that Nueces County and other jurisdictions are not surprised if unanticipated circumstances arise. We can already see that actual costs for the work performed are less than the estimated costs. We understand your concerns regarding the costs of this election, and share those concerns with you. Please be assured that we will do everything;possible to keep costs to a minimum while making sure that we are maintaining the integrity of the electoral process. Sincerely, Diana T. Barrera. Nueces County Clerk AGENDA MEMORANDUM �oaPOwR,k� First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police floyds(aD-cctexas.com 886-2604 Accepting and appropriating the FY 13 Edward Byrne Memorial Justice Assistance Grant (JAG) Program Local Solicitation CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice for any one or more of the following purpose areas: • Law enforcement programs • Prosecution and court programs • Prevention and education programs • Drug treatment programs • Corrections and community corrections programs • Planning, evaluation, and technology improvement programs With this award, the program has provided a total of $5,120,083 in grant funds to the City since the program began in 1996. The funds have been used to purchase backbone equipment for the Mobil Data/Automated Vehicle Location project, 27 police package vehicles, 69 unmarked police units, a property van, SWAT equipment, a bomb suit, digitized radios, radios for the Communications van, digital cameras, radars, video cameras, personal computer hardware and software, an upgrade to the computer system and the radio microwave system, a mobile police substation, polygraph instrument, air packs, SWAT rescue vehicle, radios for Project 25 compliance, automated ticket writers, and other police equipment. The Police Department and Nueces County proposes to purchase law enforcement equipment within the Attorney General Priority areas of gang enforcement/prevention, cybercrime, and intelligence analysis. On June 25, 2013, City Council approved the grant application and an interlocal agreement with Nueces County to share the funds on a 50/50 basis. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 $162,583 $162,583 BALANCE $162,583 $162,583 Fund(s): Police Grants Fund Comments: There is no match required by the City. The City will pay Nueces County a total of 50% or $81,292 of the JAG funds received from this award, per the interlocal agreement. RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $162,583 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds to be distributed to Nueces County BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $162,583 for the FY 2013 Edward Byrne Memorial Justice Assistance Grant (JAG) Program. SECTION 2. That $162,583 is appropriated in the No. 1061 Police Grants Fund for the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement. Under the interlocal agreement, 50% of the funds are to be distributed to Nueces County. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor Department of Justice Office of Justice Programs fir, .s%flf` s : Bureau of Justice Assistance Office of Justice Programs Washington,D.C. 20531 August 30,2013 Mr.Ron Olson City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 Dear Mr.Olson: On behalf of Attorney General Eric Holder,it is my pleasure to inform you that the Office of Justice Programs has approved your application for funding under the FY 13 Edward Byrne Memorial Justice Assistance Grant(JAG)Program:Local in the amount of$162,583 for City of Corpus Christi. Enclosed you will find the Grant Award and Special Conditions documents. This award is subject to all administrative and financial requirements,including the timely submission of all financial and programmatic reports,resolution of all interim audit findings,and the maintenance of a minimum level of cash-on-hand. Should you not adhere to these requirements,you will be in violation of the terms of this agreement and the award will be subject to termination for cause or other administrative action as appropriate. If you have questions regarding this award,please contact: Program Questions,Carrie Booth,Program Manager at(202)305-7426;and Financial Questions,the Office of the Chief Financial Officer,Customer Service Center(CSC)at (800)458-0786,or you may contact the CSC at ask.ocfo @usdoj.gov. Congratulations,and we look forward to working with you. Sincerely, Denise O'Donnell Director Enclosures Department of Justice Office of Justice Programs Office for Civil Rights Washington,D.C. 20531 August 30,2013 Mr.Ron Olson City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 Dear Mr.Olson: Congratulations on your recent award.In establishing financial assistance programs,Congress linked the receipt of Federal funding to compliance with Federal civil rights laws.The Office for Civil Rights(OCR),Office of Justice Programs(OJP),U.S.Department of Justice is responsible for ensuring that recipients of financial aid from OJP,its component offices and bureaus,the Office on Violence Against Women(OVW),and the Office of Community Oriented Policing Services(COPS)comply with applicable Federal civil rights statutes and regulations.We at OCR are available to help you and your organization meet the civil rights requirements that come with Justice Department funding. Ensuring Access to Federally Assisted Programs As you know,Federal laws prohibit recipients of financial assistance from discriminating on the basis of race,color,national origin, religion,sex,or disability in funded programs or activities,not only in respect to employment practices but also in the delivery of services or benefits.Federal law also prohibits funded programs or activities from discriminating on the basis of age in the delivery of services or benefits. Providing Services to Limited English Proficiency(LEP)Individuals In accordance with Department of Justice Guidance pertaining to Title VI of the Civil Rights Act of 1964,42 U.S.C.§2000d,recipients of Federal financial assistance must take reasonable steps to provide meaningful access to their programs and activities for persons with limited English proficiency(LEP).For more information on the civil rights responsibilities that recipients have in providing language services to LEP individuals,please see the website at http://www.lep.gov. Ensuring Equal Treatment for Faith-Based Organizations The Department of Justice has published a regulation specifically pertaining to the funding of faith-based organizations.In general,the regulation,Participation in Justice Department Programs by Religious Organizations;Providing for Equal Treatment of all Justice Department Program Participants,and known as the Equal Treatment Regulation 28 C.F.R.part 38,requires State Administering Agencies to treat these organizations the same as any other applicant or recipient.The regulation prohibits State Administering Agencies from making award or grant administration decisions on the basis of an organization's religious character or affiliation,religious name,or the religious composition of its board of directors. The regulation also prohibits faith-based organizations from using financial assistance from the Department of Justice to fund inherently religious activities.While faith-based organizations can engage in non-funded inherently religious activities,they must be held separately from the Department of Justice funded program,and customers or beneficiaries cannot be compelled to participate in them.The Equal Treatment Regulation also makes clear that organizations participating in programs funded by the Department of Justice are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion.For more information on the regulation,please see OCR's website athttp://www.ojp.usdoj.gov/ocr/etfbo.htm. State Administering Agencies and faith-based organizations should also note that the Safe Streets Act,as amended;the Victims of Crime Act,as amended;and the Juvenile Justice and Delinquency Prevention Act,as amended,contain prohibitions against discrimination on the basis of religion in employment.Despite these nondiscrimination provisions,the Justice Department has concluded that the Religious Freedom Restoration Act(RFRA)is reasonably construed,on a case-by-case basis,to require that its funding agencies permit faith-based organizations applying for funding under the applicable program statutes both to receive DOJ funds and to continue considering religion when hiring staff,even if the statute that authorizes the funding program generally forbids considering of religion in employment decisions by grantees. Questions about the regulation or the application of RFRA to the statutes that prohibit discrimination in employment may be directed to this Office. Enforcing Civil Rights Laws All recipients of Federal financial assistance,regardless of the particular funding source,the amount of the grant award,or the number of employees in the workforce,are subject to the prohibitions against unlawful discrimination.Accordingly,OCR investigates recipients that are the subject of discrimination complaints from both individuals and groups.In addition,based on regulatory criteria,OCR selects a number of recipients each year for compliance reviews,audits that require recipients to submit data showing that they are providing services equitably to all segments of their service population and that their employment practices meet equal employment opportunity standards. Complying with the Safe Streets Act or Program Requirements In addition to these general prohibitions,an organization which is a recipient of financial assistance subject to the nondiscrimination provisions of the Omnibus Crime Control and Safe Streets Act(Safe Streets Act)of 1968,42 U.S.C.§3789d(c),or other Federal grant program requirements,must meet two additional requirements:(1)complying with Federal regulations pertaining to the development of an Equal Employment Opportunity Plan(EEOP),28 C.F.R. §42.301-308,and(2)submitting to OCR Findings of Discrimination(see 28 C.F.R.§§42.205(5)or 31.202(5)). 1) Meeting the EEOP Requirement In accordance with Federal regulations,Assurance No.6 in the Standard Assurances,COPS Assurance No.8.13,or certain Federal grant program requirements,your organization must comply with the following EEOP reporting requirements: If your organization has received an award for$500,000 or more and has 50 or more employees(counting both full-and part-time employees but excluding political appointees),then it has to prepare an EEOP and submit it to OCR for review within 60 days from the date of this letter.For assistance in developing an EEOP,please consult OCR's website athttp://www.ojp.usdoj.gov/ocr/eeop.htm. You may also request technical assistance from an EEOP specialist at OCR by dialing(202)616-3208. If your organization received an award between$25,000 and$500,000 and has 50 or more employees,your organization still has to prepare an EEOP,but it does not have to submit the EEOP to OCR for review.Instead,your organization has to maintain the EEOP on file and make it available for review on request.In addition,your organization has to complete Section B of the Certification Form and return it to OCR.The Certification Form can be found at http://www.ojp.usdoj.gov/ocr/eeop.htm. If your organization received an award for less than$25,000;or if your organization has less than 50 employees,regardless of the amount of the award;or if your organization is a medical institution,educational institution,nonprofit organization or Indian tribe,then your organization is exempt from the EEOP requirement.However,your organization must complete Section A of the Certification Form and return it to OCR.The Certification Form can be found at http://www.ojp.usdoj.gov/ocr/eeop.htm. 2) Submitting Findings of Discrimination In the event a Federal or State court or Federal or State administrative agency makes an adverse finding of discrimination against your organization after a due process hearing,on the ground of race,color,religion,national origin,or sex,your organization must submit a copy of the finding to OCR for review. Ensuring the Compliance of Subrecipients If your organization makes subawards to other agencies,you are responsible for assuring that subrecipients also comply with all of the applicable Federal civil rights laws,including the requirements pertaining to developing and submitting an EEOP,reporting Findings of Discrimination,and providing language services to LEP persons.State agencies that make subawards must have in place standard grant assurances and review procedures to demonstrate that they are effectively monitoring the civil rights compliance of subrecipients. If we can assist you in any way in fulfilling your civil rights responsibilities as a recipient of Federal funding,please call OCR at(202)307- 0690 or visit our website at http://www.ojp.usdoj.gov/ocr/. Sincerely, a A&-- Michael L.Alston Director cc: Grant Manager Financial Analyst e" Department of Justice Office of Justice Programs ., Bureau of Justice Assistance Grant PAGE 1 of 7 \by vy� 1.RECIPIENT NAME AND ADDRESS(Including Zip Code) 4.AWARD NUMBER: 2013-DJ-BX-0850 City of Corpus Christi 1201 Leopard Street P.O.Box 9277 5.PROJECT PERIOD:FROM 10/01/2012 TO 09/30/2016 Corpus Christi,TX 78401 BUDGET PERIOD:FROM 10/01/2012 TO 09/30/2016 6.AWARD DATE 08/30/2013 7.ACTION IA.GRANTEE IRS/VENDOR NO. 8.SUPPLEMENT NUMBER Initial 746000576 00 9.PREVIOUS AWARD AMOUNT $0 3.PROJECT TITLE 10.AMOUNT OF THIS AWARD $162,583 2013 Edward Byrne Memorial Justice Assistance Grant 11.TOTAL AWARD $162,583 12.SPECIAL CONDITIONS THE ABOVE GRANT PROJECT IS APPROVED SUBJECT TO SUCH CONDITIONS OR LIMITATIONS AS ARE SET FORTHON THE ATTACHED PAGE(S). 13.STATUTORY AUTHORITY FOR GRANT This project is supported under FY13(BJA-JAG)42 USC 3750,et seq. 15.METHOD OF PAYMENT GPRS AGENCY APPROVAL GRANTEE ACCEPTANCE 16.TYPED NAME AND TITLE OF APPROVING OFFICIAL 18.TYPED NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL Denise O'Donnell Ron Olson Director City Manager 17.SIGNATURE OF APPROVING OFFICIAL 19.SIGNATURE OF AUTHORIZED RECIPIENT OFFICIAL 19A.DATE AGENCY USE ONLY 20.ACCOUNTING CLASSIFICATION CODES 21. MDJUGT1079 FISCALYFUNDC BUD.A OFC. DIV.RE SUB. POMS AMOUNT EAR ODE CT. G. X B DJ 80 00 00 162583 OJP FORM 4000/2(REV.5-87)PREVIOUS EDITIONS ARE OBSOLETE. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 2 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 1. The recipient agrees to comply with the financial and administrative requirements set forth in the current edition of the Office of Justice Programs(OJP)Financial Guide. 2. The recipient acknowledges that failure to submit an acceptable Equal Employment Opportunity Plan(if recipient is required to submit one pursuant to 28 C.F.R.Section 42.302),that is approved by the Office for Civil Rights,is a violation of its Certified Assurances and may result in suspension or termination of funding,until such time as the recipient is in compliance. 3. The recipient agrees to comply with the organizational audit requirements of OMB Circular A-133,Audits of States, Local Governments,and Non-Profit Organizations,and further understands and agrees that funds may be withheld,or other related requirements may be imposed,if outstanding audit issues(if any)from OMB Circular A-133 audits(and any other audits of OJP grant funds)are not satisfactorily and promptly addressed,as further described in the current edition of the OJP Financial Guide. 4. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of the enactment,repeal,modification or adoption of any law,regulation or policy, at any level of government,without the express prior written approval of OJP. 5. The recipient must promptly refer to the DOJ OIG any credible evidence that a principal,employee,agent,contractor, subgrantee,subcontractor,or other person has either 1)submitted a false claim for grant funds under the False Claims Act;or 2)committed a criminal or civil violation of laws pertaining to fraud,conflict of interest bribery,gratuity,or similar misconduct involving grant funds. This condition also applies to any subrecipients. Potential fraud,waste, abuse,or misconduct should be reported to the OIG by- mail: Office of the Inspector General U.S.Department of Justice Investigations Division 950 Pennsylvania Avenue,N.W. Room 4706 Washington,DC 20530 e-mail:oig.hotline @usdoj.gov hotline:(contact information in English and Spanish):(800)869-4499 or hotline fax:(202)616-9881 Additional information is available from the DOJ OIG website at www.usdoj.gov/oig. 6. Recipient understands and agrees that it cannot use any federal funds,either directly or indirectly,in support of any contract or subaward to either the Association of Community Organizations for Reform Now(ACORN)or its subsidiaries,without the express prior written approval of OJP. 7. The recipient agrees to comply with any additional requirements that may be imposed during the grant performance period if the agency determines that the recipient is a high-risk grantee.Cf.28 C.F.R.parts 66,70. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 3 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 8. The recipient agrees to comply with applicable requirements regarding registration with the System for Award Management(SAM)(or with a successor government-wide system officially designated by OMB and OJP). The recipient also agrees to comply with applicable restrictions on subawards to first-tier subrecipients that do not acquire and provide a Data Universal Numbering System(DUNS)number.The details of recipient obligations are posted on the Office of Justice Programs web site at http://www.ojp.gov/funding/sam.htm(Award condition:Registration with the System for Award Management and Universal Identifier Requirements),and are incorporated by reference here.This special condition does not apply to an award to an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 9. Pursuant to Executive Order 13513,"Federal Leadership on Reducing Text Messaging While Driving,"74 Fed.Reg. 51225(October 1,2009),the Department encourages recipients and sub recipients to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this grant,and to establish workplace safety policies and conduct education,awareness,and other outreach to decrease crashes caused by distracted drivers. 10. The recipient agrees to comply with all applicable laws,regulations,policies,and guidance(including specific cost limits,prior approval and reporting requirements,where applicable)governing the use of federal funds for expenses related to conferences,meetings,trainings,and other events,including the provision of food and/or beverages at such events,and costs of attendance at such events. Information on pertinent laws,regulations,policies,and guidance is available at www.ojp.gov/funding/confcost.htm. 11. The recipient understands and agrees that any training or training materials developed or delivered with funding provided under this award must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees,available at http://www.ojp.usdoj.gov/funding/ojptrainingguidingprinciples.htm. 12. The recipient agrees that if it currently has an open award of federal funds or if it receives an award of federal funds other than this OJP award,and those award funds have been,are being,or are to be used,in whole or in part for one or more of the identical cost items for which funds are being provided under this OJP award,the recipient will promptly notify,in writing,the grant manager for this OJP award,and,if so requested by OJP,seek a budget-modification or change-of-project-scope grant adjustment notice(GAN)to eliminate any inappropriate duplication of funding. 13. The recipient understands and agrees that award funds may not be used to discriminate against or denigrate the religious or moral beliefs of students who participate in programs for which financial assistance is provided from those funds,or of the parents or legal guardians of such students. 14. The recipient understands and agrees that-(a)No award funds may be used to maintain or establish a computer network unless such network blocks the viewing,downloading,and exchanging of pornography,and(b)Nothing in subsection(a)limits the use of funds necessary for any Federal,State,tribal,or local law enforcement agency or any other entity carrying out criminal investigations,prosecution,or adjudication activities. 15. The recipient agrees to comply with OJP grant monitoring guidelines,protocols,and procedures,and to cooperate with BJA and OCFO on all grant monitoring requests,including requests related to desk reviews,enhanced programmatic desk reviews,and/or site visits. The recipient agrees to provide to BJA and OCFO all documentation necessary to complete monitoring tasks,including documentation related to any subawards made under this award. Further,the recipient agrees to abide by reasonable deadlines set by BJA and OCFO for providing the requested documents. Failure to cooperate with BJA's/OCFO's grant monitoring activities may result in sanctions affecting the recipient's DOJ awards,including,but not limited to:withholdings and/or other restrictions on the recipient's access to grant funds;referral to the Office of the Inspector General for audit review;designation of the recipient as a DOJ High Risk grantee;or termination of an award(s). OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 4 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 16. The recipient agrees to comply with applicable requirements to report first-tier subawards of$25,000 or more and,in certain circumstances,to report the names and total compensation of the five most highly compensated executives of the recipient and first-tier subrecipients of award funds. Such data will be submitted to the FFATA Subaward Reporting System(FSRS). The details of recipient obligations,which derive from the Federal Funding Accountability and Transparency Act of 2006(FFATA),are posted on the Office of Justice Programs web site at http://www.ojp.gov/funding/ffata.htm(Award condition:Reporting Subawards and Executive Compensation),and are incorporated by reference here. This condition,and its reporting requirement,does not apply to grant awards made to an individual who received the award as a natural person(i.e.,unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 17. The recipient agrees that all income generated as a direct result of this award shall be deemed program income. All program income earned must be accounted for and used for the purposes of funds provided under this award,including such use being consistent with the conditions of the award,the effective edition of the OJP Financial Guide and,as applicable,either(1)28 C.F.R.Part 66 or(2)28 C.F.R Part 70 and 2 C.F.R.Part 215(OMB Circular A-I10). Further, the use of program income must be reported on the quarterly Federal Financial Report,SF 425. 18. To avoid duplicating existing networks or IT systems in any initiatives funded by BJA for law enforcement information sharing systems which involve interstate connectivity between jurisdictions,such systems shall employ,to the extent possible,existing networks as the communication backbone to achieve interstate connectivity,unless the grantee can demonstrate to the satisfaction of BJA that this requirement would not be cost effective or would impair the functionality of an existing or proposed IT system. 19. In order to promote information sharing and enable interoperability among disparate systems across the justice and public safety community,OJP requires the grantee to comply with DOJ's Global Justice Information Sharing Initiative (DOJ's Global)guidelines and recommendations for this particular grant.Grantee shall conform to the Global Standards Package(GSP)and all constituent elements,where applicable,as described at: http://www.it.ojp.gov/gsp_grantcondition.Grantee shall document planned approaches to information sharing and describe compliance to the GSP and appropriate privacy policy that protects shared information,or provide detailed justification for why an alternative approach is recommended. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 5 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 20. The grantee agrees to assist BJA in complying with the National Environmental Policy Act(NEPA),the National Historic Preservation Act,and other related federal environmental impact analyses requirements in the use of these grant funds,either directly by the grantee or by a subgrantee. Accordingly,the grantee agrees to first determine if any of the following activities will be funded by the grant prior to obligating funds for any of these purposes. If it is determined that any of the following activities will be funded by the grant the grantee agrees to contact BJA. The grantee understands that this special condition applies to its following new activities whether or not they are being specifically funded with these grant funds. That is,as long as the activity is being conducted by the grantee,a subgrantee,or any third party and the activity needs to be undertaken in order to use these grant funds,this special condition must first be met. The activities covered by this special condition are: a. New construction; b. Minor renovation or remodeling of a property located in an environmentally or historically sensitive area,including properties located within a 100-year flood plain,a wetland,or habitat for endangered species,or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation,lease,or any proposed use of a building or facility that will either(a)result in a change in its basic prior use or(b)significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are(a)purchased as an incidental component of a funded activity and(b)traditionally used,for example,in office,household,recreational,or education environments;and e. Implementation of a program relating to clandestine methamphetamine laboratory operations,including the identification,seizure,or closure of clandestine methamphetamine laboratories. The grantee understands and agrees that complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement as directed by BJA. The grantee further understands and agrees to the requirements for implementation of a Mitigation Plan,as detailed at http://www.ojp.usdoj.gov/BJA/resource/nepa.html,for programs relating to methamphetamine laboratory operations. Application of This Special Condition to Grantee's Existing Programs or Activities:For any of the grantee's or its subgrantees'existing programs or activities that will be funded by these grant funds,the grantee,upon specific request from BJA,agrees to cooperate with BJA in any preparation by BJA of a national or program environmental assessment of that funded program or activity. 21. The recipient is required to establish a trust fund account.(The trust fund may or may not be an interest-bearing account.)The fund,including any interest may not be used to pay debts or expenses incurred by other activities beyond the scope of the Edward Byrne Memorial Justice Assistance Grant Program(JAG).The recipient also agrees to obligate and expend the grant funds in the trust fund(including any interest earned)during the period of the grant.Grant funds (including any interest earned)not expended by the end of the grant period must be returned to the Bureau of Justice Assistance no later than 90 days after the end of the grant period,along with the final submission of the Federal Financial Report(SF-425). 22. JAG funds may be used to purchase bulletproof vests for an agency,but may not be used as the 50%match for purposes of the Bulletproof Vest Partnership(BVP)program. 23. The recipient agrees to submit a signed certification that that all law enforcement agencies receiving vests purchased with JAG funds have a written"mandatory wear"policy in effect.Fiscal agents and state agencies must keep signed certifications on file for any subrecipients planning to utilize JAG funds for ballistic-resistant and stab-resistant body armor purchases.This policy must be in place for at least all uniformed officers before any FY 2013 funding can be used by the agency for vests.There are no requirements regarding the nature of the policy other than it being a mandatory wear policy for all uniformed officers while on duty. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 6 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 24. Ballistic-resistant and stab-resistant body armor purchased with JAG funds may be purchased at any threat level,make or model,from any distributor or manufacturer,as long as the vests have been tested and found to comply with applicable National Institute of Justice ballistic or stab standards and are listed on the NIJ Compliant Body Armor Model List(http://nij.gov).In addition,ballistic-resistant and stab-resistant body armor purchased must be American- made.The latest NIJ standard information can be found here:http://www.nij.gov/topics/technology/body-armor/safety- initiative.htm. 25. The recipient agrees that any information technology system funded or supported by OJP funds will comply with 28 C.F.R.Part 23,Criminal Intelligence Systems Operating Policies,if OJP determines this regulation to be applicable. Should OJP determine 28 C.F.R.Part 23 to be applicable,OJP may,at its discretion,perform audits of the system,as per the regulation. Should any violation of 28 C.F.R.Part 23 occur,the recipient may be fined as per 42 U.S.C. 3789g(c)-(d). Recipient may not satisfy such a fine with federal funds. 26. The recipient agrees to ensure that the State Information Technology Point of Contact receives written notification regarding any information technology project funded by this grant during the obligation and expenditure period.This is to facilitate communication among local and state governmental entities regarding various information technology projects being conducted with these grant funds.In addition,the recipient agrees to maintain an administrative file documenting the meeting of this requirement.For a list of State Information Technology Points of Contact,go to http://www.it.ojp.gov/default.aspx?area=policyAndPractice&page=1046. 27. The grantee agrees to comply with the applicable requirements of 28 C.F.R.Part 38,the Department of Justice regulation governing"Equal Treatment for Faith Based Organizations"(the"Equal Treatment Regulation").The Equal Treatment Regulation provides in part that Department of Justice grant awards of direct funding may not be used to fund any inherently religious activities,such as worship,religious instruction,or proselytization.Recipients of direct grants may still engage in inherently religious activities,but such activities must be separate in time or place from the Department of Justice funded program,and participation in such activities by individuals receiving services from the grantee or a sub-grantee must be voluntary.The Equal Treatment Regulation also makes clear that organizations participating in programs directly funded by the Department of Justice are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion. Notwithstanding any other special condition of this award,faith- based organizations may,in some circumstances,consider religion as a basis for employment. See http://www.ojp.gov/about/ocr/equal fbo.htm. 28. The recipient acknowledges that all programs funded through subawards,whether at the state or local levels,must conform to the grant program requirements as stated in BJA program guidance. 29. Grantee agrees to comply with the requirements of 28 C.F.R.Part 46 and all Office of Justice Programs policies and procedures regarding the protection of human research subjects,including obtainment of Institutional Review Board approval,if appropriate,and subject informed consent. 30. Grantee agrees to comply with all confidentiality requirements of 42 U.S.C.section 3789g and 28 C.F.R.Part 22 that are applicable to collection,use,and revelation of data or information.Grantee further agrees,as a condition of grant approval,to submit a Privacy Certificate that is in accord with requirements of 28 C.F.R.Part 22 and,in particular, section 22.23. 31. The recipient agrees to monitor subawards under this JAG award in accordance with all applicable statutes,regulations, OMB circulars,and guidelines,including the OJP Financial Guide,and to include the applicable conditions of this award in any subaward.The recipient is responsible for oversight of subrecipient spending and monitoring of specific outcomes and benefits attributable to use of JAG funds by subrecipients.The recipient agrees to submit,upon request, documentation of its policies and procedures for monitoring of subawards under this award. OJP FORM 4000/2(REV.4-88) Department of Justice 6 Office of Justice Programs AWARD Bureau of Justice Assistance CONTINUATIONSHEET PAGE 7 OF 7 Grant PROJECT NUMBER 2013-DJ-BX-0850 AWARD DATE 08/30/2013 SPECIAL CONDITIONS 32. The recipient agrees that funds received under this award will not be used to supplant State or local funds,but will be used to increase the amounts of such funds that would,in the absence of Federal funds,be made available for law enforcement activities. 33. Award recipients must submit quarterly a Federal Financial Report(SF-425)and annual performance reports through GMS(https://grants.ojp.usdoj.gov). Consistent with the Department's responsibilities under the Government Performance and Results Act(GPRA),P.L. 103-62,applicants who receive funding under this solicitation must provide data that measure the results of their work. Therefore,quarterly performance metrics reports must be submitted through BJA's Performance Measurement Tool(PMT)website(www.bjaperformancetools.org). For more detailed information on reporting and other JAG requirements,refer to the JAG reporting requirements webpage. Failure to submit required JAG reports by established deadlines may result in the freezing of grant funds and future High Risk designation. 34. Award recipients must verify Point of Contact(POC),Financial Point of Contact(FPOC),and Authorized Representative contact information in GMS,including telephone number and e-mail address. If any information is incorrect or has changed,a Grant Adjustment Notice(GAN)must be submitted via the Grants Management System (GMS)to document changes. 35. The grantee agrees that within 120 days of award acceptance,each current member of a law enforcement task force funded with these funds who is a task force commander,agency executive,task force officer,or other task force member of equivalent rank,will complete required online(internet-based)task force training.Additionally,all future task force members are required to complete this training once during the life of this award,or once every four years if multiple awards include this requirement.The training is provided free of charge online through BJA's Center for Task Force Integrity and Leadership(www.ctfli.org).This training addresses task force effectiveness as well as other key issues including privacy and civil liberties/rights,task force performance measurement,personnel selection,and task force oversight and accountability.When BJA funding supports a task force,a task force personnel roster should be compiled and maintained,along with course completion certificates,by the grant recipient.Additional information is available regarding this required training and access methods via BJA's web site and the Center for Task Force Integrity and Leadership(www.ctfli.org). 36. No JAG funds may be expended on unmanned aircraft,unmanned aircraft systems,or aerial vehicles(US,UAS,or UAV)unless the BJA Director certifies that extraordinary and exigent circumstances exist,making them essential to the maintenance of public safety and good order.Additionally,any JAG funding approved for this purpose would be subject to additional reporting,which would be stipulated by BJA post-award. 37. BJA strongly encourages the recipient submit annual(or more frequent)JAG success stories at JAG.Showcase @ojp.usdoj.gov or via the online form at https://www.bja.gov/contactus.aspx.JAG success stories should include the:name and location of program/project;point of contact with phone and e-mail;amount of JAG funding received and in which fiscal year;and a brief summary describing the program/project and its impact. 38. The recipient may not obligate,expend,or draw down any award funds until:(1)it has provided to the grant manager for this OJP award either an"applicant disclosure of pending applications"for federal funding or a specific affirmative statement that no such pending applications(whether direct or indirect)exist,in accordance with the detailed instructions in the program solicitation,(2)OJP has completed its review of the information provided and of any supplemental information it may request(3)the recipient has made any adjustments to the award that OJP may require to prevent or eliminate any inappropriate duplication of funding(e.g.,budget modification,project scope adjustment), (4)if appropriate adjustments to a discretionary award cannot be made,the recipient has agreed in writing to any necessary reduction of the award amount in any amount sufficient to prevent duplication(as determined by OJP),and (5)a Grant Adjustment Notice has been issued removing this special condition. OJP FORM 4000/2(REV.4-88) {� Department of Justice Office of Justice Programs Bureau of Justice Assistance Washington,D.C. 20531 Memorandum To: Official Grant File From: Orbin Terry,NEPA Coordinator Subject: Incorporates NEPA Compliance in Further Developmental Stages for City of Corpus Christi The Edward Byrne Memorial Justice Assistance Grant Program(JAG)allows states and local governments to support a broad range of activities to prevent and control crime and to improve the criminal justice system, some of which could have environmental impacts. All recipients of JAG funding must assist BJA in complying with NEPA and other related federal environmental impact analyses requirements in the use of grant funds,whether the funds are used directly by the grantee or by a subgrantee or third parry. Accordingly,prior to obligating funds for any of the specified activities,the grantee must first determine if any of the specified activities will be funded by the grant. The specified activities requiring environmental analysis are: a.New construction; b. Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including properties located within a 100-year flood plain,a wetland,or habitat for endangered species,or a property listed on or eligible for listing on the National Register of Historic Places; c. A renovation,lease,or any proposed use of a building or facility that will either(a)result in a change in its basic prior use or(b) significantly change its size; d. Implementation of a new program involving the use of chemicals other than chemicals that are (a)purchased as an incidental component of a funded activity and(b)traditionally used,for example,in office,household, recreational,or education environments; and e. Implementation of a program relating to clandestine methamphetamine laboratory operations,including the identification, seizure, or closure of clandestine methamphetamine laboratories. Complying with NEPA may require the preparation of an Environmental Assessment and/or an Environmental Impact Statement,as directed by BJA. Further,for programs relating to methamphetamine laboratory operations, the preparation of a detailed Mitigation Plan will be required. For more information about Mitigation Plan requirements,please see http://www.ojp.usdoj.govBJA/resource/nepa.html. Please be sure to carefully review the grant conditions on your award document,as it may contain more specific information about environmental compliance. Department of justice GRANT MANAGER'S MEMORANDUM,PT.L• Office of Justice Programs a PROJECT SUMMARY !) 9 Bureau of Justice Assistance Nai Grant PROJECT NUMBER PAGE 1 OF 1 2013-DJ-BX-0850 This project is supported under FY13(BJA-JAG)42 USC 3750,et seq. 1.STAFF CONTACT(Name&telephone number) 2.PROJECT DIRECTOR(Name,address&telephone number) Carrie Booth Pat Eldridge (202)305-7426 Management Services Director P.O.Box 9277 Corpus Christi,TX 78469-9016 (361)886-2696 3a.TITLE OF THE PROGRAM 3b.POMS CODE(SEE INSTRUCTIONS BJA FY 13 Edward Byrne Memorial Justice Assistance Grant(JAG)Program:Local ON REVERSE) 4.TITLE OF PROJECT 2013 Edward Byrne Memorial Justice Assistance Grant 5.NAME&ADDRESS OF GRANTEE 6.NAME&ADRESS OF SUBGRANTEE City of Corpus Christi 1201 Leopard Street P.O.Box 9277 Corpus Christi,TX 78401 7.PROGRAM PERIOD 8.BUDGET PERIOD FROM 10/01/2012 TO 09/30/2016 FROM 10/01/2012 TO 09/30/2016 9.AMOUNT OF AWARD 10.DATE OF AWARD $162,583 08/30/2013 11.SECOND YEAR'S BUDGET 12.SECOND YEAR'S BUDGET AMOUNT 13.THIRD YEAR'S BUDGET PERIOD 14.THIRD YEAR'S BUDGET AMOUNT 15.SUMMARY DESCRIPTION OF PROJECT(See instruction on reverse) The Edward Byrne Memorial Justice Assistance Grant Program(JAG)allows states and units of local government,including tribes,to support a broad range of activities to prevent and control crime based on their own state and local needs and conditions.Grant funds can be used for state and local initiatives,technical assistance,training,personnel,equipment,supplies,contractual support,and information systems for criminal justice,including for any one or more of the following program areas:1)law enforcement programs,2)prosecution and court programs,3)prevention and education programs,4)corrections and community corrections programs;5)drug treatment and enforcement programs,6)planning,evaluation,and technology improvement programs,and 7)crime victim and witness programs(other than compensation). The City of Corpus Christi will utilize the FY 2013 Local JAG funds to purchase various law enforcement equipment.Specifically,the police department plans to purchase items such as:reflector vests,cameras,computers,crash reconstruction devices and accessories,tactical headsets,forensic hard drives,and software. OJP FORM 4000/2(REV.4-88) Nueces County will fund a prosecutor position and pay for travel and training costs.The goal of both jurisdictions is to improve the effectiveness and efficiency of the criminal justice system through the preservation of a drug abuse prosecutor,law enforcement equipment,and officer training. NCA/NCF AGENDA MEMORANDUM oaPOwR,k First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds(aD-cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act (VOCA) Outreach Program grant within the Police Department for Year 1 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $847575.69. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The Victim Assistance Program Community Outreach is a new grant designed to assist victims in stabilizing their lives after victimization. In high crime rate districts, many victims are resistant to cooperation with law enforcement and the criminal justice system due to the emotional and physical impact of the crime. The grant will provide funding for a Victim Case Manager to provide community outreach to identify resistant or reluctant victims of crime and assist victims in understanding and participating in the criminal justice system. Through public presentations, multi-disciplinary meetings and legal advocacy, the case manager will provide crisis intervention and follow up services in order to establish rapport and build resiliency of victims in districts at high risk for violence. A Staff Assistant will keep accurate and timely records, including information properly entered into database systems. The State provides for the salary/benefits of one Victim Case Manager, one Staff Assistant, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes for training, travel, supplies and miscellaneous equipment as the required match. The funding is not on a declining percentage or ending funding cycle. This grant period is 9/1/2013—8/31/2014. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $13,533.07 $13,533.07 BALANCE $13,533.07 $13,533.07 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of$3,382.07 from the No. 1020 Police General Fund; Appropriating the $67,660.55 in the No. 1061 Police Grants Fund for the VOCA Outreach grant in the Police Department; and authorizing the transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of$84,575.69. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $67,660.55 to establish the Victims of Crime Act (VOCA) Outreach Program within the Police Department with a City match of $13,533.07 and an in-kind match of $3,382.07 from the No. 1020 Police General Fund. SECTION 2. That $67,660.55 grant is appropriated in the No. 1061 Police Grants Fund to establish the Victims of Crime Act (VOCA) Outreach Program in the Police Department. SECTION 3. The transfer of $13,533.07 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $84,575.69. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor September 26,2013 Ms.Susan Thorpe Assistant City Manager Corpus Christi,City of 321 John Sartain,P.O.Box 9016 Corpus Christi,Texas 78401-2511 Dear Ms. Thorpe: Congratulations on your award! To activate your agency's grant,the Authorized Official must log on to eGrants at htty s://eGrants.governor.state.tx.us and go to the`My Home'tab.In the`Project Status'column,locate the application that is in`Pending Acceptance of Award' status.Click on the grant number and proceed to the `Accept Award'tab.From this tab,click on the`Accept'button.Grants must be accepted within 45 calendar days of the date the award was issued. Be sure to review the attached memo for a quick overview of general items every grantee should be aware of You can also find more detailed information on the eGrants website including helpful resources,links,and tools needed to properly administer CJD grants. The Guide to Grants,also on the website,contains answers to questions frequently asked by grantees. The Public Policy Research Institute(PPRI)at Texas A&M University will send a detailed information packet to the Project Director containing progress reporting forms and instructions on completing and submitting those forms. If you have any questions regarding this award,feel free to contact your grant manager,whose name is referenced in the attached Statement of Grant Award or you may always contact our office via the eGrants Help Desk at eGrants(a governor.state.tx.us. We look forward to working with you to ensure the success of your program. Christopher Burnett Executive Director Post Office Box 12428 Austin, Texas 78711 (512) 463-1919 (Voice)/(512)475-2440(FAX)/Dial 7-1-1 For Relay Services �I l u'.%IIC IIII AA E Pi,l.1.. 0 F �°11,1iu.1 hil 1.. u11'.%1 uu'.%SRC, Grant Number: VA-13-V30-26771-01 CFDA or State ID: 16.575 Program Fund: VA-Victims of Crime Act Formula Grant Program Grantee Name: Corpus Christi,City of Project Title: Victim Assistance Community Outreach Grant Period: 09/01/2013-08/31/2014 Liquidation Date: 11/29/2014 Date Awarded: September 26,2013 CJD Grant Manager: David Villafranca CJD Award Amount: $67,660.55 Grantee Cash Match: $13,533.07 Grantee In Kind Match: $3,382.07 Total Project Cost: $84,575.69 The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title I, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any,cited below: Condition(s)of Funding and Other Fund-Specific Requirement(s): 1 E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor Memorandum To: CJD Grant Recipients From: Aimee Snoddy,Deputy Director Contact: (512)463-1919 Re: Grantee Responsibilities Date Awarded: September 26,2013 Congratulations on your grant award from Governor Rick Perry's Criminal Justice Division(CJD). It is important to make you aware of a few things to consider as you implement strategies to successfully manage your program. For more information and resources,refer to the Grant Resources section of eGrants available online at httys:HeGrants.governor.state.tx.us. Financial Reporting—Financial Status Reports must be submitted to CJD via eGrants. Financial Status Reports may be submitted monthly but must be submitted at least quarterly. Financial Status Reports are due after each calendar quarter,regardless of when the grant was awarded. Due dates are: April 22(January-March quarter) July 22(April-June quarter) October 22(July-September quarter) January 22(October-December quarter) The final Financial Status Report must be submitted to CJD on or before the grant liquidation date or funds will lapse and CJD will provide them as grants to others who need the funding. Payment Authorization—Payments will be generated based on expenditures reported in the Financial Status Reports. Upon CJD approval of the Financial Status Report,a payment will be issued through direct deposit or electronic transfer. Generated Program Income—Any income generated as a direct result of the grant activities must be reported to CJD through the Financial Status Report and grant adjustment processes. Program income must be used to offset project costs unless prior approval is granted allowing a supplement to project costs.Program income must be expended prior to seeking payments from CJD and must be accounted and used for the purposes of the grant activities as awarded. Grant Funded Personnel—Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by CJD. Project Changes—Grantees may submit a request for grant adjustment via eGrants for any proposed budgetary or programmatic changes,including updating contact information for grant officials. Equipment—Equipment purchased with grant funds must be used for the purpose of the grant and as approved by CJD. An inventory report must be kept on file containing all equipment purchased with any grant funds during the grant period. This report must agree with the approved grant budget and the final Financial Status Report. Fidelity Bond—Each nonprofit corporation receiving funds from CJD must obtain and have on file a blanket fidelity bond that indemnifies CJD against the loss or theft of the entire amount of grant funds,including matching funds. The fidelity bond should cover at least the CJD grant period. Required Notifications—Grantees must immediately notify CJD in writing of any misappropriation of funds,fraud,theft,embezzlement,forgery,or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify CJD in writing if a project or project personnel become involved in any litigation,whether civil or criminal,and the grantee must immediately forward a copy of any demand notices,subpoenas,lawsuits,or indictments to CJD. If a federal or state court or administrative agency renders a judgment or order finding discrimination by a grantee based on race,color,national origin,sex,age,or handicap,the grantee agrees to immediately forward a copy of the judgment or order to CJD. Project Effectiveness—Grantees should regularly evaluate the effectiveness of their projects. This includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must show that their activities and services effectively address and achieve the project's stated purpose. Programmatic Reporting—Grantees must submit required reports regarding grant information, performance,and progress towards goals and objectives in accordance with the instructions provided by CJD,or its designee. To remain eligible for funding,the grantee must be able to show the scope of services provided and the impact and quality of those services. Monitoring—Grantees must readily make available to the Governor's Office or its agents all requested records. The Governor's Office may make unannounced monitoring visits at any time. The grantee must make every effort to resolve all issues,findings,or actions identified within the time frame specified by the Governor's Office. Audit Requirements—Grantees expending over$500,000 in state or federal grant funds during the fiscal year are subject to the Single Audit requirements set forth in OMB Circular No.A 133 at http://www.whitehouse.gov/omb/circulars/index.html and the State Single Audit Circular issued under the Uniform Grant Management Standards(UGMS) at http://www.governor.state.tx.us/grants/what/. Grantees must electronically submit to the Governor's Office copies of the results of any single audit conducted in accordance with OMB Circular No.A-133 at http://www.whitehouse.gov/omb/circulars/index.html or in accordance with the State Single Audit Circular issued under UGMS,within 30 calendar days after the grantee receives the audit results or nine months after the end of the audit period,whichever is earlier. Supplanting—Awarded funds must be used to supplement existing funds for program activities and not replace(supplant)funds that have been appropriated for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews.Violations may result in a range of penalties,including suspension of future funds,suspension or debarment from receiving federal or state grants,recoupment of monies provided under the grant,and civil or criminal penalties. Refer to the Guide to Grants at https://eGrants.governor.state.tx.us/updates.aspx for additional information on supplanting. Conflict of Interest—Grantees should have in place established safeguards to prohibit employees from using their positions for a purpose that is,or gives the appearance of being motivated by a desire for private gain for themselves or others,particularly those with whom they have family,business,or other ties. Contracting and Procurement—Grantees must follow their established policy and best practices for procuring goods or services with grant funds.Contracts must be routinely monitored for delivery of services or goods.When contractual or equipment procurement is anticipated to be in excess of$100,000,grantees must submit a Procurement Questionnaire https://eGrants.governor.state.tx.us/updates.aspx to CJD for approval prior to procurement. Travel— Grantees must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Uniform Crime Reporting—Local units of governments receiving funds from CJD must comply with all requirements for uniform crime reporting and must ensure that prompt reporting will remain current throughout the grant period. Criminal History Reporting-Entities receiving funds from CJD must comply with all requirements outlined in the Texas Code of Criminal Procedure,Ch.60,related to maintaining and reporting criminal history records. Limited English Proficiency—Grantees must take reasonable steps to ensure that persons with limited English proficiency have meaningful access to services.Meaningful access may entail providing language assistance services,including oral and written translation when necessary.Additional information on this requirement can be found at http://www.Iep.gov. Law Enforcement Programs—Law enforcement programs receiving funds from CJD must be in compliance with all rules developed by the Texas Commission on Law Enforcement Officer Standards and Education. 28 C.F.R.Part 23 Training-Any grant funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 C.F.R.Part 23 at least once for each continuous two-year period the person has primary responsibility for entering data into or retrieving data from an intelligence database. Programs Approved to Pay Overtime for Personnel-Overtime is allowable to the extent that it is included in the CJD approved budget,the grantee agency has an overtime policy approved by its governing body,and both grant-paid and non-grant paid personnel are treated the same with regards to the application of overtime policy(ies).In addition,in no case is dual compensation allowable. That is,an employee of a grantee agency may not receive compensation for hours worked(including paid leave)from his/her agency AND from an award for a single period of time,even though such work may benefit both activities.Overtime payments issued outside of these guidelines are the responsibility of the grantee agency. Cancellation for Awards-Grantees must take reasonable steps to commence project activities upon receiving notice of a grant award: Commencement Within 60 Days.If a project is not operational within 60 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must report by letter to CJD the steps taken to initiate the project,the reasons for delay,and the expected revised start date. Commencement Within 90 Days.If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must submit a second statement to CJD explaining the implementation delay.Upon receipt of the 90-day letter,CJD may cancel the project and redistribute the funds to other project areas.CJD may also,where extenuating circumstances warrant,extend the implementation date of the project past the 90-day period. Public Information Requests-Grantees must immediately notify and provide a copy to CJD of any Public Information Request received by the agency related to this grant award. Prohibited Acts of Agencies and Individuals-Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: • Grant funds may not be used to finance or otherwise support the candidacy of a person for an elected local,state,or federal office. This prohibition extends to the direct or indirect employment of a person to perform an action described by this subsection.In addition,grant-funded or grant-leased motor vehicles may not be used for the purpose described above. • Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. • Grant funded employees may not coerce,attempt to coerce,command,restrict, attempt to restrict,or prevent the payment,loan,or contribution of anything of value to a person or political organization for a political purpose. • Grantees must comply with the federal Hatch Act(5 U.S.C. §§ 1501- 1508)which restricts the political activity of some state and local employees who work in connection with federally funded programs. Covered state and local employees may not: 1)be candidates for public office in a partisan election;2)use official authority or influence to interfere with or affect the results of an election or nomination;or,3)directly or indirectly coerce contributions from subordinates in support of a political party or candidate. Employment of a Lobbyist-Grant funds may not be used to employ,as a regular full-time or part-time or contract employee,a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency,membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. Legislative Lobbying-Grant funds may not be used to attempt to influence the passage or defeat of a legislative measure. Use of Alcoholic Beverages-Grant funds may not be used to compensate an officer or employee who uses alcoholic beverages on active duty. In addition,grant funds may not be used to purchase an alcoholic beverage or to pay or reimburse a travel expense that was incurred for an alcoholic beverage. d AGENDA MEMORANDUM �oaPOwR,k� First Reading Ordinance for the City Council Meeting of October 8, 2013 2852 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 12, 2013 TO: Ronald L. Olson, City Manager FROM: Floyd Simpson, Chief of Police Floyds(aD-cctexas.com 886-2603 Accepting and appropriating the Victims of Crime Act Grant (VOCA) within the Police Department for Year 14 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 for Year 14 of the Victims of Crime Act Grant (VOCA) Program within the Police Department with a City match of $16,964.54 and an in-kind match of $4,000 from the No. 1020 Police General Fund; appropriating the $79,188.69 in the No. 1061 Police Grants Fund for the VOCA grant in the Police Department; and authorizing the transfer of $16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same for a total project cost of $100,153.23. PURPOSE: Funding is available from the State of Texas, Criminal Justice Division, which provides funds to projects with the primary mission of providing direct services to victims of crime. BACKGROUND AND FINDINGS: The grant continues support for the Family Violence Unit that utilizes officers and volunteers to contact family violence victims when a written report is made by a field officer or from a walk-in to the unit at the Police Department. The grant provides funds for one victim case manager to contact victims who often fear retaliation and violence when the offender is released following arrest; contact with an advocate (case manager) can provide information concerning alternatives, available services, and protective orders to avoid continued violence. The case manager serves to establish and encourage a working relationship between social agencies and the Police Department and provides educational opportunities to the community through speaking engagements, distribution of literature, etc. The long term goal of the grant is to provide victims of domestic violence and other serious crimes with crisis intervention, follow up assistance, encourage cooperation with law enforcement, facilitate utilization of available resources, and assist with immediate and long- term safety needs. The State provides $79,188.69 for the salary/benefits of one Victim Case Manager, equipment, supplies, training, and mileage, volunteer hours contribute in-kind contribution, and the City contributes $16,964.54 for training, travel, supplies and miscellaneous equipment as the required match. This grant period is 9/1/2013— 8/31/2014. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $16,964.54 $16,964.54 BALANCE $16,964.54 $16,964.54 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends acceptance of the grant application and appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 14 with a City match of $16,964.54 and an in-kind match of$4,000 from the No.1020 Police General Fund; Appropriating the $79,188.69 in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department; and authorizing the transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund and appropriating the same as grant matching funds for a total project cost of $100,153.23. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the State of Texas, Criminal Justice Division in the amount of $79,188.69 to continue the Victims of Crime Act (VOCA) grant within the Police Department for Year 14 with a City match of $16,964.54 and an in-kind match of $4,000 from the No.1020 Police General Fund. SECTION 2. That $79,188.69 grant is appropriated in the No. 1061 Police Grants Fund to continue the VOCA grant in the Police Department. SECTION 3. The transfer of$16,964.54 from the No. 1020 Cash Contribution to the No. 1061 Police Grants Fund as grant matching funds is authorized and appropriated for a total project cost of $100,153.23. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the th day of ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor September 26,2013 Ms.Susan Thorpe Assistant City Manager Corpus Christi,City of 321 John Sartain Corpus Christi,Texas 78401-2511 Dear Ms. Thorpe: Congratulations on your award! To activate your agency's grant,the Authorized Official must log on to eGrants at htty s://eGrants.governor.state.tx.us and go to the`My Home'tab.In the`Project Status'column,locate the application that is in`Pending Acceptance of Award' status.Click on the grant number and proceed to the `Accept Award'tab.From this tab,click on the`Accept'button.Grants must be accepted within 45 calendar days of the date the award was issued. Be sure to review the attached memo for a quick overview of general items every grantee should be aware of You can also find more detailed information on the eGrants website including helpful resources,links,and tools needed to properly administer CJD grants. The Guide to Grants,also on the website,contains answers to questions frequently asked by grantees. The Public Policy Research Institute(PPRI)at Texas A&M University will send a detailed information packet to the Project Director containing progress reporting forms and instructions on completing and submitting those forms. If you have any questions regarding this award,feel free to contact your grant manager,whose name is referenced in the attached Statement of Grant Award or you may always contact our office via the eGrants Help Desk at eGrants(a governor.state.tx.us. We look forward to working with you to ensure the success of your program. Christopher Burnett Executive Director Post Office Box 12428 Austin, Texas 78711 (512) 463-1919 (Voice)/(512)475-2440(FAX)/Dial 7-1-1 For Relay Services �I l u'.%IIC IIII AA E Pi,l.1.. 0 F �°11,1iu.1 hil 1.. u11'.%1 uu'.%SRC, Grant Number: VA-13-V30-15223-14 CFDA or State ID: 16.575 Program Fund: VA-Victims of Crime Act Formula Grant Program Grantee Name: Corpus Christi,City of Project Title: Victims of Crime Act Grant Period: 09/01/2013-08/31/2014 Liquidation Date: 11/29/2014 Date Awarded: September 26,2013 CJD Grant Manager: David Villafranca CJD Award Amount: $79,188.69 Grantee Cash Match: $16,964.54 Grantee In Kind Match: $4,000.00 Total Project Cost: $100,153.23 The Statement of Grant Award is your official notice of award from the Governor's Criminal Justice Division (CJD). The approved budget is reflected in the Budget/Details tab for this record in eGrants. The grantee agrees to comply with the provisions of the Governor's Criminal Justice Division's rules in Title I, Part I, Chapter 3, Texas Administrative Code in effect on the date the grant is awarded. By clicking on the 'Accept' button within the 'Accept Award' tab, the grantee accepts the responsibility for the grant project and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s),if any,cited below: Condition(s)of Funding and Other Fund-Specific Requirement(s): 1 E OF 5 i Al X, x � � S t a t e o f T e x a s O f f i c e o f t h e G o v e r n o r Criminal Justice Division Rick Perry Governor Memorandum To: CJD Grant Recipients From: Aimee Snoddy,Deputy Director Contact: (512)463-1919 Re: Grantee Responsibilities Date Awarded: September 26,2013 Congratulations on your grant award from Governor Rick Perry's Criminal Justice Division(CJD). It is important to make you aware of a few things to consider as you implement strategies to successfully manage your program. For more information and resources,refer to the Grant Resources section of eGrants available online at httys:HeGrants.governor.state.tx.us. Financial Reporting—Financial Status Reports must be submitted to CJD via eGrants. Financial Status Reports may be submitted monthly but must be submitted at least quarterly. Financial Status Reports are due after each calendar quarter,regardless of when the grant was awarded. Due dates are: April 22(January-March quarter) July 22(April-June quarter) October 22(July-September quarter) January 22(October-December quarter) The final Financial Status Report must be submitted to CJD on or before the grant liquidation date or funds will lapse and CJD will provide them as grants to others who need the funding. Payment Authorization—Payments will be generated based on expenditures reported in the Financial Status Reports. Upon CJD approval of the Financial Status Report,a payment will be issued through direct deposit or electronic transfer. Generated Program Income—Any income generated as a direct result of the grant activities must be reported to CJD through the Financial Status Report and grant adjustment processes. Program income must be used to offset project costs unless prior approval is granted allowing a supplement to project costs.Program income must be expended prior to seeking payments from CJD and must be accounted and used for the purposes of the grant activities as awarded. Grant Funded Personnel—Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by CJD. Project Changes—Grantees may submit a request for grant adjustment via eGrants for any proposed budgetary or programmatic changes,including updating contact information for grant officials. Equipment—Equipment purchased with grant funds must be used for the purpose of the grant and as approved by CJD. An inventory report must be kept on file containing all equipment purchased with any grant funds during the grant period. This report must agree with the approved grant budget and the final Financial Status Report. Fidelity Bond—Each nonprofit corporation receiving funds from CJD must obtain and have on file a blanket fidelity bond that indemnifies CJD against the loss or theft of the entire amount of grant funds,including matching funds. The fidelity bond should cover at least the CJD grant period. Required Notifications—Grantees must immediately notify CJD in writing of any misappropriation of funds,fraud,theft,embezzlement,forgery,or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify CJD in writing if a project or project personnel become involved in any litigation,whether civil or criminal,and the grantee must immediately forward a copy of any demand notices,subpoenas,lawsuits,or indictments to CJD. If a federal or state court or administrative agency renders a judgment or order finding discrimination by a grantee based on race,color,national origin,sex,age,or handicap,the grantee agrees to immediately forward a copy of the judgment or order to CJD. Project Effectiveness—Grantees should regularly evaluate the effectiveness of their projects. This includes a reassessment of project activities and services to determine whether they continue to be effective. Grantees must show that their activities and services effectively address and achieve the project's stated purpose. Programmatic Reporting—Grantees must submit required reports regarding grant information, performance,and progress towards goals and objectives in accordance with the instructions provided by CJD,or its designee. To remain eligible for funding,the grantee must be able to show the scope of services provided and the impact and quality of those services. Monitoring—Grantees must readily make available to the Governor's Office or its agents all requested records. The Governor's Office may make unannounced monitoring visits at any time. The grantee must make every effort to resolve all issues,findings,or actions identified within the time frame specified by the Governor's Office. Audit Requirements—Grantees expending over$500,000 in state or federal grant funds during the fiscal year are subject to the Single Audit requirements set forth in OMB Circular No.A 133 at http://www.whitehouse.gov/omb/circulars/index.html and the State Single Audit Circular issued under the Uniform Grant Management Standards(UGMS) at http://www.governor.state.tx.us/grants/what/. Grantees must electronically submit to the Governor's Office copies of the results of any single audit conducted in accordance with OMB Circular No.A-133 at http://www.whitehouse.gov/omb/circulars/index.html or in accordance with the State Single Audit Circular issued under UGMS,within 30 calendar days after the grantee receives the audit results or nine months after the end of the audit period,whichever is earlier. Supplanting—Awarded funds must be used to supplement existing funds for program activities and not replace(supplant)funds that have been appropriated for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews.Violations may result in a range of penalties,including suspension of future funds,suspension or debarment from receiving federal or state grants,recoupment of monies provided under the grant,and civil or criminal penalties. Refer to the Guide to Grants at https://eGrants.governor.state.tx.us/updates.aspx for additional information on supplanting. Conflict of Interest—Grantees should have in place established safeguards to prohibit employees from using their positions for a purpose that is,or gives the appearance of being motivated by a desire for private gain for themselves or others,particularly those with whom they have family,business,or other ties. Contracting and Procurement—Grantees must follow their established policy and best practices for procuring goods or services with grant funds.Contracts must be routinely monitored for delivery of services or goods.When contractual or equipment procurement is anticipated to be in excess of$100,000,grantees must submit a Procurement Questionnaire https://eGrants.governor.state.tx.us/updates.aspx to CJD for approval prior to procurement. Travel— Grantees must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established policies regarding in-state and out-of-state travel,grantee must use the travel guidelines established for state employees. Uniform Crime Reporting—Local units of governments receiving funds from CJD must comply with all requirements for uniform crime reporting and must ensure that prompt reporting will remain current throughout the grant period. Criminal History Reporting-Entities receiving funds from CJD must comply with all requirements outlined in the Texas Code of Criminal Procedure,Ch.60,related to maintaining and reporting criminal history records. Limited English Proficiency—Grantees must take reasonable steps to ensure that persons with limited English proficiency have meaningful access to services.Meaningful access may entail providing language assistance services,including oral and written translation when necessary.Additional information on this requirement can be found at http://www.Iep.gov. Law Enforcement Programs—Law enforcement programs receiving funds from CJD must be in compliance with all rules developed by the Texas Commission on Law Enforcement Officer Standards and Education. 28 C.F.R.Part 23 Training-Any grant funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 C.F.R.Part 23 at least once for each continuous two-year period the person has primary responsibility for entering data into or retrieving data from an intelligence database. Programs Approved to Pay Overtime for Personnel-Overtime is allowable to the extent that it is included in the CJD approved budget,the grantee agency has an overtime policy approved by its governing body,and both grant-paid and non-grant paid personnel are treated the same with regards to the application of overtime policy(ies).In addition,in no case is dual compensation allowable. That is,an employee of a grantee agency may not receive compensation for hours worked(including paid leave)from his/her agency AND from an award for a single period of time,even though such work may benefit both activities.Overtime payments issued outside of these guidelines are the responsibility of the grantee agency. Cancellation for Awards-Grantees must take reasonable steps to commence project activities upon receiving notice of a grant award: Commencement Within 60 Days.If a project is not operational within 60 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must report by letter to CJD the steps taken to initiate the project,the reasons for delay,and the expected revised start date. Commencement Within 90 Days.If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later,the grantee must submit a second statement to CJD explaining the implementation delay.Upon receipt of the 90-day letter,CJD may cancel the project and redistribute the funds to other project areas.CJD may also,where extenuating circumstances warrant,extend the implementation date of the project past the 90-day period. Public Information Requests-Grantees must immediately notify and provide a copy to CJD of any Public Information Request received by the agency related to this grant award. Prohibited Acts of Agencies and Individuals-Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: • Grant funds may not be used to finance or otherwise support the candidacy of a person for an elected local,state,or federal office. This prohibition extends to the direct or indirect employment of a person to perform an action described by this subsection.In addition,grant-funded or grant-leased motor vehicles may not be used for the purpose described above. • Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. • Grant funded employees may not coerce,attempt to coerce,command,restrict, attempt to restrict,or prevent the payment,loan,or contribution of anything of value to a person or political organization for a political purpose. • Grantees must comply with the federal Hatch Act(5 U.S.C. §§ 1501- 1508)which restricts the political activity of some state and local employees who work in connection with federally funded programs. Covered state and local employees may not: 1)be candidates for public office in a partisan election;2)use official authority or influence to interfere with or affect the results of an election or nomination;or,3)directly or indirectly coerce contributions from subordinates in support of a political party or candidate. Employment of a Lobbyist-Grant funds may not be used to employ,as a regular full-time or part-time or contract employee,a person who is required by Chapter 305 of the Government Code to register as a lobbyist.Furthermore,grant funds may not be used to pay,on behalf of the agency or an officer or employee of the agency,membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a lobbyist. Legislative Lobbying-Grant funds may not be used to attempt to influence the passage or defeat of a legislative measure. Use of Alcoholic Beverages-Grant funds may not be used to compensate an officer or employee who uses alcoholic beverages on active duty. In addition,grant funds may not be used to purchase an alcoholic beverage or to pay or reimburse a travel expense that was incurred for an alcoholic beverage. o AGENDA MEMORANDUM kOAPOPASfO First Reading Ordinance for the City Council Meeting of October 8, 2013 xss� Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health Annetter cctexas.com 361-826-7205 Accepting a Continued Services "Bundle" Grant from the Department of State Health Services and appropriating funds to include: IDCUIFLU-LAB Infectious Disease Control Unit CPSILRN-HPP Preparedness and Prevention Community Preparedness Section: RLSSILPHS RLSSILocal Public Health'System-PnP, IMMILOCALS Immunization Branch,__ CPSILRN-PREP CPS-Laboratory Response Network-PREP, TBIPC-STATE Tuberculosis Prevention and Control-State, TBIPC-FEDERAL Tuberculosis Prevention and Control-Federal CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. PURPOSE: The bundled grants are to continue to provide services in our Laboratory, TB Clinic, Immunizations Clinic as well as conducting flu surveillances and Public Health Preparedness for our community. The RLSS grant allows the Health District to work on infrastructure to maintain these clinics. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a total grant amount of $726,622 to provide funding for public health services beginning September 1, 2013 through August 31, 2014 to fund personnel, fringe benefits and supplies to support the provision of essential public health services including Tuberculosis Prevention, Immunizations, Laboratory Services and Public Health Emergency Preparedness. The total dollar amount per grant is a follows: IDCUIFLU-LAB Infectious Disease Control Unit-$5,000, CPSILRN-HPP Preparedness and Prevention Community Preparedness Section-$34,298,RLSSILPHS RLSSILocal Public Health System-PnP- $164,368, IMM/LOCALS Immunization Branch-$241,637, CPSILRN-PREP CPS- Laboratory Response Network-PREP-$166,825.00, TBIPC STATE Tuberculosis Prevention and Control-State-$83,173, TB/PC-FEDERAL Tuberculosis Prevention and Control-Federal-$31,321. ALTERNATIVES: To discontinue clinical services at the Corpus Christi-Nueces County Public Health District. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY INON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance-Federal Grant and Office of Management and Budget. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered ! Expended Amount This item $726,622 $726,622 BALANCE $726,622 $726,622 Fund(s): Comments: CPS-Laboratory Response Network requires 10% in-kind match, all others no match required RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. 2014-001102-00 IDCU/FLU-LAB Contract No. 2014-001141-00 CPS/LRN-HPP Contract No. 2014-000023-00 RLSS/LPHS-PnP Contract No. 2014-000014-00 IMM/LOCALS Contract No. 2014-001139-00 CPSILRN-PREP Contract No. 2014-001398-00 TB/PC-STATE Contract No. 2014-001384-00 TB/PC-FED Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide continued clinical services for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grants to begin as of September 1, 2013. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $726,622 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2013 through August 31, 2014, to provide continued clinical services: (1) $5,000 (Contract #2014-001102-00) for the IDCU/FLU-LAB Infectious Disease Control Unit; (2) $34,298 (Contract #2014-001141-00) for the CPS/LRN-HPP Preparedness and Prevention Community Preparedness Section; (3) $164,368 (Contract # 2014-000023-00)for the RLSS/LPHS RLSS/Local Public Health System-PnP; (4) $241,637 (Contract#2014-000014-00) for the IMM/LOCALS Immunization Branch; (5) $166,825 (Contract #2014-001139-00) for the CPS/LRN-PREP CPS- Laboratory Response Network-PREP; (6) $53,173 (Contract#2014-001398-00) for the TB/PC-STATE Tuberculosis Prevention and Control-State; and (7) $31,321 (Contract#2014-001384-00)for the TB/PC-FED Tuberculosis Prevention and Control --Federal. Section 2: Further the City Council ratifies acceptance of the grants to begin as of September 1, 2013. A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001102-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2.Total Amount: The total amount of this Contract is$5,000.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/0112013 and ends on 08131/2014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: IDCU/FLU-LAB Infectious Disease Control Unit/FLU-LAB 7. Statement of Work: Contractor shall identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Contractor's service area. Contractor may contact Vanessa.Telles @dshs.state.tx.us and flutexas @dshs.state.tx.us for guidance on appropriate submitters. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8, "Service Area"of this contract. Contractor shall: • identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Contractor's service area; • receive clinical specimens Monday through Friday from designated submitters within the Contractor's service area; • test up to two hundred (200)clinical specimens meeting Clinical Laboratory Improvement Act (CL.IA'88) specifications; • perform on each specimen, the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses; • retain positive influenza specimens through the end of the Contract term; • when directed by the Influenza Coordinator within the Department of State Health Services (DSHS) Emerging and Acute Infectious Disease Branch, appropriately submit the requested number of positive specimens to the Laboratory Services Section, Texas Department of State Health Services,Austin,.Texas or to another specified contract laboratory; • comply with DSHS Infectious Disease Control Unit (IDCU) program established Influenza surveillance protocol; and • comply with Health and Safety Code Chapter§81.046 located at http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.8l.htm#81.046. DSHS shall: • ensure Contractor receives a copy of the current influenza surveillance protocol, no later than the week ending October 5, 2013 (Mortality and Morbidity Weekly Report (MMWR)week 40). DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of unanticipated financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Renewal Program Attachment term. Vacant positions existing after ninety (90)days may result in a decrease in funds. PERFORMANCE MEASURES. The following performance measure will be used to assess in part Contractor's effectiveness in providing the services described in this Contract without waiving the enforceability of any of the other terms of the Contract. Contractor shall: 1. Ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Contractor, 2. Provide and submit a list of providers or facilities that routinely submit specimens to the Contractor on or before December 2, 2013, by electronic mail to Vanes sa.Telles @dshs.state.tx.us, Judy.Kropp @dshs.state.tx.us, and flutexas @dshs.state.tx.us; 3. Perform testing weekly unless no samples were received that week; 4. When requested, send samples of all specimens testing positive for influenza to the Laboratory Services Section, Department of State Health Services(DSHS), Austin, Texas or other designated laboratory within ten (10) business days of request; and 5. Provide and submit written weekly reports on the RT-PCR influenza testing results, in the format provided by DSHS, each Monday, or if a holiday, the next business day beginning September 9, 2013 and continuing through the end of the Contract term. Reports should be sent by electronic mail to Vanessa.Telles @dshs.state.tx.us,judy.kropp @dshs.state.tx.us and flutexas @dshs.state.tx.us. Compliant reporting is required prior to DSHS approval for payment. a. Compliant Contractors submit weekly RT-PCR influenza testing result reports according to the format specified by DSHS and the due dates specified in the Programmatic Reporting Requirements. b. Non-compliant Contractors submit less than 80% of the weekly RT-PCR influenza testing reports according to the format specified by DSHS and the due dates specified in the Programmatic Reporting Requirements. See Programmatic Reporting Requirements section for required reports, time periods and due dates. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/de Iiverabies. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/Interlocal GST-2012-Solicitation-00038 DSHS GOLIVE IDCU FLU LAB PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE 14. DUNS Number: 069457786 15. Proarammatic Reaortina Reauirements: Report Name Frequency Period Begin Period End Due Date Providers Report Nonrecurring 09/01/2013 12/02/2013 1210212013 Weekly Report Weekly Monday Friday Following Monda 16. Special Provisions General Provisions, Article 1V. Payment Methods and Restrictions, Section 4.02 Billing Submission, Is revised to include the following. DSHS will reimburse Contractor upon submission of a Cost Reimbursement Invoice and DSHS acceptance of the required activities as indicated in the Performance Measures. General Provisions, Article XIII. General Terms, Section 93.15 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001102-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement, The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address f Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S tibrecipient) ARTICLE I COMPLIANCE AND REPORTING...................... .......11.115 ............................................................. Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and CompIaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section1.11 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanthng. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................I I Section 4.02 Billing Submission. ....................................................................................................................11 Section4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.....................................................14 Section7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Core Subrecipient)2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subreeipient) Section 7.03 Exchange of Client-Identifying Innformation.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited, in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts}with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section12.28 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Probibited. ................................................................................................27 ARTICLE XIII GENERAL TERMS....................................................................................................................27 Section13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. ................................................................„...............................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity=. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Ternns. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiven'. ...................................................;..........,........................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Clainn. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section15.03 Sole Remedyy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVJ TERiIMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient)2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department Arles are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of tine effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachnient(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. in the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive order's,regulations and policies, as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web links on the DSHS website at httl)://%vww.dslis.state.tx.us/contracts/Iinks.slltnr. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part 111,State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through%veb links on the DSHS website at http:/hvww.dslis.state.tx.us/contracts/litiks.slitm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§ 6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84,86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977 (7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et sect.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title Vlll of the Civil Rights Act of 1968,42 USC§§3601 et seq.,relating to nondiscrimination in housing; and 15) DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; - c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC §7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-3 48 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex.Lab. Code Chapters 401-406 and 28 Tex,Admin, Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) Tire Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§ 2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control pleasures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order I IS 14(35 Fed.Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed,Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 ct seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11) Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; rn) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles 11 and III of the Unifortn Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §146(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133, "Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.43; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts; 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts; 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Irrterlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective elate specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOfficc a hhsc.state,tx,us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient)2014(July 15,2013) 8 and shall prohibit any person xvlro does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or biotefforism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services;and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex, Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; C) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 1) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served;and i) management of information and documentation for telernedicine services that ensures timely access to accurate information between the two sites. Telentedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032,DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits, and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(1$)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex.Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex. Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions (Core Subrecipient) 2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use fiords provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department fiords through a project or activity performed tinder a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attaclnent project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at littp://www.dslis.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attachrnent(s). Contractor shall expend program income during the Program Attachment tern and may not cagy forward to any succeeding tern. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement;or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill.Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the tern. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable tern will not be paid. Consideration of requcsts for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions (Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section, Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dslis.state.tx.us/contracts/cfum.sfitin. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payer reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor-is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department, Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due, Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments froin Department. General Provisions (Core Subrecipient)2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex, Admin, Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor slrall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Nan-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110 (2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://ivww.dshs.state,tx.us/contracts/Iinks.slitni. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal fiords awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget (OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable,for their program-specific audits.The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS xvebsite at littp://Nvww.dslis.state.tx.us/coiitracts/Iiiiks.slitiii. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O.Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81,82,85,88,92, 161, 181,241,245,251, 534, 576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or Arles. Contractor shall disclose information described in Tex.Health& Safety Code§ 614.017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614.017(c)Upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention ofinedical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIVIAIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at http:://www.dslis.state.tx.us/IllVstd/polio'/policies.slitm. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shaII retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resol=ed. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9,§ 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor-ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of 1a-v,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG, and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deenied necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor-agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract fluids disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate,in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions, General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIWSTD);Fancily Planning(Titles V,X and XX); Primary Health Care;Maternal and Child Health; and Women, Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex.Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.us/cluildabusereporting. Contractor shall retain reporting documentation oil site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the Health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not Iimited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract; and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to tlue Program Attachment by submitting a one-page description that includes the reason(s) for such action;the name and contact information of the local,state or federal department or agency or entity; the date of the license action; and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency,incapacity,or outstanding unpaid obligations to(lie Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawfiul activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipicnt) 2014(July 15,2013) 17 Additionally, if this Contract is federally funded by the Department of Health and Hurnan Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at littp://sao.fraud.state.tx.rrs, and to the HHS Office of Inspector General at http://wn,�v.oi--.hhs.gov/fraud/hotlinc/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor-shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,malting false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification (except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during tine term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fain. Code§ 231.006,a child support obligor who is more than thirty(30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor-to act in connection with this Contract and to provide such additional information as may be required, Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift, loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code§2155,004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statennent(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal goveninient for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code §§2155.004,2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 1 1.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Coinrn. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for fire purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time franie prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS Or CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers, duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member-of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: http://www.dshs.state.tx.us/contracts/cfpin.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient)2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual, Those requirements and procedures include,at a minimum,tine following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of finds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and alloeability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect front clients and third parties, Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling fiends under this Contract,including person(s) authorizing payment of such funds, The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all threes maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with tine prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,Health,fire,and safety standards, Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscapOdsh,s,state,tx.us no later than the 60"'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan oil file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. if Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at littu://www.dslis.state.tx.us/contracts/cfpni.slitm. Section 12.09 No I!;ndorsentent.Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is perrnnitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex.Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUBs at littp://www.wiiidow.state.tx.iis/proctireiiietit/t)roOliub. If Contractor has filed a HUB subcontracting plan,the platy is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by tine 15th day of each month for the prior month's activity,if there was any such activity,in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachrnent(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS, Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by statclfederal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(V1N) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable tennination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachnient(s) or that cover a term within tine beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Tel-ins Article), General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to snake applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article; (2) the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3) a provision granting to DSHS, SAO,OIG, and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is perforned, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the teen of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor, Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terns. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to rernedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions, General Provisions (Core Subrecipient)2014(July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more, Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-1 I as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment terns,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of Rinds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property hrventory Form or Form GC-11 as detailed under Section 12,23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipnient,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIH and submit an annual cumulative report of the equipment and other property on Form GC-11 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,no later than October 15"'of each year. The report is located on the DSHS website at littp://Nvww.dstis.state.tx.us/contracts/foniis.slitm. Contractor shall maintain,repair,and protect assets under this Contract to assure their frill availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor, Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any tinie during or after the Contract terra,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrccipient) 2014 (July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex, Gov. Code§"556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state Iegislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress,an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor-has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A, subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. 1f,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573, Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwisc by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor-purchases ownership with contract funds.Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient) 2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency}." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-eopyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-eopyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 SeverabiHty and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,tine illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted, Section 13.08 Legal Notice. Any notice required or peutuitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certifted mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other.that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Tennination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties]lave expressly agreed will survive any such tennination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. if requested, Contractor shall supply such infonnation as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment, The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Patties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terra,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any terra,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than 100 000,provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and e) a change in Contractor's share of the budget concerning non-DSHS funding other-than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten (10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Come Subrecipient) 2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100.000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; t) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees; and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attaclunent require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims, losses,damages and judgments; and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex,Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex.Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with miles adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must subunit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the terns of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that ail Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice wiII include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30) days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Depailinent staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC 41G may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes,rules or regulations, tre Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforan Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is all action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; cj deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make fill use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings;(2)material failure to comply with Contract provisions; or- (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any finds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor.Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of ally employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficieney,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from finds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g,,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as detemiined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from fiords otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be.programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately, Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subehapter B is a condition precedent to the filing of a contested ease proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex.Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac, &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipietit) 2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Teens Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not,However,constitute a waiver of any remedies for breach of this Contract. In addition,Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not Include the Department's(1) withdrawal of fiends awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award;(4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. e) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension, d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30) calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any lazes,ordinances,rules,regulations or orders of any public authority leaving jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Tex. Gov, Code§2155,004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000 (that is not covered by insurance) is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgrncnt, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgement and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case snider tiie Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards; or Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACT'S Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination, the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov, Code§2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov.Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachnent is terminated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the tirne period established by the Department. General Provisions (Core Subrecipient)2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001141-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$34,298.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 6.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: CPS/LRN-HPP Preparedness and Prevention Community Preparedness Sec 7. Statement of Work: The Contractor shall assist The Department of State Health Service (DSHS) in the implementation of Office of the Assistant Secretary for Preparedness and Response (OASPR), Hospital Preparedness Program (HPP)- to enhance the ability of hospitals and health care systems to prepare for and respond to bioterrorism and other public health emergencies. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall conduct activities at the local level as stated in the Fiscal Year(FY)2014 Hospital Preparedness Program Workplan for the Texas Laboratory Response Network(LRN), Exhibit A (Workplan). Contractor shall: • Maintain extensive collaboration with all hospitals located in the identified service area to plan for response activities for biothreats; • Present laboratory-oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published Centers for Disease Control and Prevention (CDC) protocols; • Maintain a system for safe specimen transport from local laboratories; • Explore the capabilities and needs of sentinel laboratories; and • Provide individual LRN surge capability plan. Contractor shall comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: • Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; • Public Law 107-188, Regulation of Certain Biological Agents and Toxins; • Public Law 109-417, Pandemic and All-Hazards Preparedness Act of 2006; and Chapter 81, Texas Health and Safety Code. Contractor shall comply with all applicable regulations, standards and guidelines in effect on the beginning date of this Program Attachment. The following documents are incorporated by reference and made a part of this Program Attachment: • Contractors Financial Procedures Manual dated September 1, 2012 or latest version located at: http:llwww.dshs.state.tx.us/contracts/cfpm.shtm; • FY 2014 Office of the Assistant Secretary for Preparedness and Response (OASPR) Hospital Preparedness Program- CFDA Number 93.074- http:llwww.phe.gov/preparedness/planning/hpp/pages/default.aspx • FY 2014 Hospital Preparedness Program Workplan for Laboratory Response Network(LRN) Laboratories; • Contractor's FY 2014 Applicant Information and Budget Detail; and CDCs Local Emergency Preparedness and Response Inventory. Contractor shall notify DSHS in advance of Contractor's plans to participate in or conduct local exercises, in a format specified by DSHS. Contractor shall participate in statewide exercises planned by DSHS as needed to assess the capacity of Contractor to respond to Bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Contractor shall prepare after-action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercises, in a format specified by DSHS. Contractor shall cooperate with DSHS to coordinate all planning,training and exercises performed under this Program Attachment with the Governor's Division of Emergency Management of the State of Texas, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. In the event of a public health emergency involving a portion of the state, Contractor shall mobilize and dispatch staff or equipment that were purchased with funds from this Program Attachment and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from DSHS. Contractor shall inform DSHS in writing if it shall not continue performance under this Program Attachment within thirty(30) days of receipt of an amended standard(s)or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. Contractor shall develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Program Attachment, including partial Full Time Employees (FTEs) and temporary staff. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. Performance Measures: Contractor shall complete the PERFORMANCE MEASURES as stated in the attached Exhibit A (Workplan). Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421 .071 and 421.072 (b) and (c). BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Calhoun County, Goliad County, Jackson County, Victoria County, Aransas County, Bee County, Jim Wells County, Kieberg County, Live Oak County, Nueces County, Refugio County, San Patricio County This section intentionally left blank. 10. Procurement method: Non-Competitive InteragencyllnterlocaI GST-2012-Solicitation-00028 DCPS GOLIVE LRN HPP PROPSAL 11. Renewals: Number of Renewals Remaining: 3 Date Renewals Expire: 08/31/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.889, 93.889 14. DUNS Number. 069457786 This section intentionally left blank. 16. Special Provisions General Provisions, Article I Compliance and Reporting, Reporting Section 1.03 is revised to include: Contractor shall submit programmatic reports as directed by DSHS in a format specified by DSHS. Contractor shall provide DSHS other reports, including financial reports, and any other reports that DSHS determines necessary to accomplish the objectives of this contract and to monitor compliance. If Contractor is legally prohibited from providing such reports, Contractor shall immediately notify DSHS in writing. Contractor shall provide reports as requested by DSHS to satisfy information-sharing Requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c). General Provisions,Article 1V Payment Methods and Restrictions, Billing Submission Section 4.02, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than August 14, 2014 for costs incurred between the services dates of September 1, 2013 and June 30, 2014. General Provisions,Article V Terms and Conditions of Payment Article, is revised to include: DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on these reviews, DSHS may reallocate funding between contracts to maximize use of available funding. General Provisions, Article VI Allowable Costs and Audit Requirements, Section 6.01 is amended to include the following: For the purposes of this Program Attachment, funds may not be used for: fundraising activities, lobbying, research, construction, major renovations, reimbursement of pre-award costs, clinical care; purchase vehicles funding an award to another party or provider who is ineligible, backfllling costs for staff, or to purchase incentive items. General Provisions, Article XII General Business Operations of Contractor, Equipment Purchases, Section 12.20is revised as follows: Contractor is required to initiate the purchase of approved equipment and controlled assets no later than August 31, 2014 as documented by issue of a purchase order or written order confirmation from the vendor on or before August 31, 2014. In addition, all equipment and controlled assets must be received no later than 60 calendar days following the end of the Program Attachment term. General Provisions, Article XIII General Terms, Amendment Section 13.15, is amended to include the following: Contractor shall submit all amendment and contract revision requests in writing to the Contract Manager at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001141-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Exhibit A(Work Plan; Any changes made to the Contract,whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendurns. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Innformation.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIWAIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION.....................................„.,..................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvenc`'. .................................................................. ""'..........................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section10.09 Documentation. ...................................................................................................... ...........18 ARTICLE XI ASSURANCES AND CERTIFICATIONS...............................................................I.......I............18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .......................................................................................1.20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Prograiu Site. .............................................................................................................................22 Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Cone/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Propertyy. .......................................................................................................................26 Section12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property.. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................................................................................................I............27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLE XIII GENERAL TERDES....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severablilty and Ambiguity. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Ilmllunity Not Waived. ..............................................................................................................31 Sections 13.19 Bold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE I........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract CIaim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI 'TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance witli Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the tune of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document, Except as specified in these General Provisions or the Program Attaclnnent(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting, Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachments)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources;will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal ReguIations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at littp://Nvww.dshs.state.tx.us/cont►Acts/links.slitcn. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III,State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at lr#t :/hvww.dshs.state.tx,trs/conhactsllinks.slrtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex.Lab, Code Chapter 21; 10) hood Stamp Act of 1977(7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug abuse; 13) Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a, and immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fait'Labor Standards Act, 29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC §§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part 2, regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical Iaboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling_ blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;"2) General Provisions(Cora Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738(40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection.of wetlands pursuant to Executive Order 11990,42 Fed. Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.;6)Federal Water Pollution Control Act, 33 USC §1251 et seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11)Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; m) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U,S,C. §2760 and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966,§106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133,"Audits of States,Local Governments,and Nan-Profit Organizations;" i) Trafficking Victims Protection Act of 2000,Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient)2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) Tire following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex.Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Hunan Services Commission(I-IHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to-- Civil Rights Office Health and Human Services Commission 701 W. 5lst St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 IIHSCivilRightsOffice a hhsc.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,pennit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation, This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of fiends between programs or health and human services agencies, amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2,01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex. Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam.Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fain. Code Chapter 32,federal law supersedes state law. Section 2.04 Teleinedicine Medical Services. Contractor shall ensure that if Contractor-or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telernedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; e) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; C) use by credentialed licensed providers providing clinical care within the scope of their-licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served; and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule §448.911. Section 2.05 Tees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032,DSHS Rule§1.91 covering)Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits, and activities. Contractor shall identify and document on the client records the primary language/dialect of a client-%vho has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor, if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex.Tax Code§§ 17 1.0 01 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract terin,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Prograin Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §u.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at http://xN ww.dslis.state.tx.iis/contracts/cfpm.slitm and the provisions of the Program Attachment(s). Contractor-shall expend program income during the Program Attachment terra and may not carry forward to any succeeding terns. Contractor-shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,it)part, upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract, Section 3.06 Nonsupplanthig, Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local firnding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attaclmient(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s)and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachrnent(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachments)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at httr):/hvww.dslrs.state.tx.us/contracts/cfpnu.shtirr. Section 4.05 Third Party Payors. A third party payor is any person or.entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs;(c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized finds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov. Code Chapter 2251). Contractor shall comply with Tex, Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the datc(s)due. Department may take repayment(recoup) from finds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions (Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex. Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in frill for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting ail assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs, Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid finds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular-A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Fcderal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions (Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agent A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://NvNvw.dshs.state.tx.us/contracts/liiiks.slitin. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6,02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB) Cire.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal finds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state fields awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-]33 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG) will notify Contractor to complete the Single Audit Status Registration Form, If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by all independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link oil the DSHS website at littp://Nvww.dslis.state.tx.tis/coiitracts/iinks.stitm. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state govenmiental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 .Subinission of Audit. Within thirty(30)calendar days of receipt of tine audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Cornpliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other-information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CPR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81, 82, 85,88,92, 161, 181,241,245,251, 534, 576, 577,596, 611,and 773; and Tex. Occ, Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whore the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Iaxcept as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CPR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code§ 614.017(x)(2)relating to special needs offenders,to an agency described in Tex. Health& Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CPR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSI-IS- funded contractor. Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care,services,or programs, Contractor shall implement Department's policies based on the H1V/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No.090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health& Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be found at littp:HwNvAv.dslis,state.tx.us/lrivstd/12olicy/poticies.slitnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid, the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(.Truly 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attaclmient. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Deparlment or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States, OIG, and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or tine OIG,for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract, The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department infornniation collected,assembled or maintained by Contractor relative to this Contract for tine Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during nnonnal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of tine authority of tine SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with tine SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during all inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to tine deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC deternnirnation of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIRE,MENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD); Family Planning(Titles V,X and XX);Primary Health Care; Maternal and Child Health;and Women, Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form.as required by the Department located at www.dshs.state.tx.us/chitdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation, Notification must include the names of the parties,nahire of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency,incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS) or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient)2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at littp://sao.fi-aud.state.tx.trs,and to the HHS Office of Inspector General at littp://www.oig.lihs.pov/fratidAiotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is ail agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed oil community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSI-IS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local) transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,snaking false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; li) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as rewired to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Farm. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state Rinds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments tinder this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate, Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in confection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex.Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s) of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal govermnent for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov, Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Contra.Code§ 15.01, et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of`York. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including section 501(c}(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further, Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two (2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: http://NvN"v.dslis.state tx.us/contracts/efpnr.slrtnr. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,a]lowableness,and a]locability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties, Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS firnds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds, The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employiuent. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage, referred to in Tex.. Gov. Code §2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees, Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck; 3)when employees are performing indirect fiurctions,such as administration,maintenance,or accounting; 4) in performance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to mailto:cosea r dslrs.state,tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan, If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted,If the Cost Allocation Plan changes during the Contract terra,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30) calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://Avww.dshs.state.tx.us/contracts/cfpm.shtrm. Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2151 and 34 Tex.Admit. Code§20.10 et seq. Contractors may obtain a list of HUBS at http://Nyww.wiiidow.state.tx.us/procurement/pro /hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior-approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall snake a good faith effort to subcontract with HUBS during the performance of this Contact and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity,if there was any such activity, in accordance with 34 Tex,Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval front DSHS. Contactor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS, Contractor shall ensure that General Provisions(Core Subrecipient) 2014 (July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,mules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN)or Employee Identification Number(EIN); b) a detailed description of the services to be provided; 0 measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor, at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article);or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient)2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subreeipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3)a provision granting to DSHS, SAO,OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the set-vices provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.11 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(1 D)business days of any change to the Contractor's name;contact infonnation;key personnel,officer,director or partner; organizational structure,such as merger, acquisition or change in form of business;legal standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions (Core Subrecipient) 2014 (July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form or Form GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in-writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the Ioss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the set-vices under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Forth GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-1 I (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P,O.Box 149347,Austin,Texas 78714-9347,no later than October 15`h of each year. The report is located on the DSHS website at litttr//www.dslis.state.tx.us/contracts/foniis.slitni. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiords must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets" in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor-shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. Alter an item reaches the end of its useful life, Contractor shall General Provisions (Core Subrecipient)2014(duly 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated, Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiends must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with fiends from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor-shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state fiends from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, Continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has ail agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or disclosure previously filed. Contactor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor-shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27 (A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014 (July 15,2013) 27 interest that would conflict in any manner with the performance of their-obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten (10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attacluuent the name,address and telephone number of the related party,flow the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No. A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex.Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otlrenvise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or other-wise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient) 2014 (July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from (federal awarding agency)"or"The project described was supported by grant number from (federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency d) If the teens of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and it-revocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright, trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology; scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. if any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13,08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.14 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other,that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terra,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; V-) cumulative budget transfers that exceed 25% among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or Iess among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article; a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attacliments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment oil the approved budget; e) changes in the equipment category of a previously approved equipment budget; I) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g., foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin.Code Chapters 213 and 206,as a state agency, DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a Website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the Website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after tine cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.) and,as soon as practicable,must submit . written notice with proof of receipt,of the existence of a force maj eure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attaelunent(s),as applicable,under the following circumstances: (1)oil or shortly prior to the expiration date of the Contract or Program Attaclunent,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. Tile Interim Contract will terminate thirty(30)days alter the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with(lie DSHS or agreed order issued by DSHS; e} failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) ally misrepresentation it)the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipietit)2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions oil a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) termminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforYm Contractor of the termination no less than thirty(30) calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants, Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2) discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend tlue Contract or permit tlue Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3) expend fluids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching fiinds,if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions;or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014 (July 15,2013) 33 fraudulently or upon the Department's deternmination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor.Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g., because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract teams; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; n) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of all amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), tine reasons for imposing them, the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the cohrective actions,and the method, if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that tine findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from Rinds otherwise due to Contractor under this Contract. Section 14,04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny fature contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action, An"emergency"is defined as the following; a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending Rinds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department oil a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor-to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process, Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subehapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov, Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex.Gov. Code Chapter 2260, subehapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15,05 Performance Not Suspended. Neither the occurrence of all event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions (Core Subrecipient) 2014 (July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attaelnnent(s). Except as provided in the Survivability of Terms section of the General Terns Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the tern of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after-termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities tinder this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment, as applicable,except for the equitable settlement of tine respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terris Article. Termination does not however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or nonconnpeting continuation,renewal,extension,or supplemental award;(4)non-renewal of a contract or program attachment at Department's sole discretion; or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception, Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party, except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if Rinds become unavailable though Iack of appropriations,budget cuts, transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient)2014(July 15,2013) 36 giving at least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or 14HSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s) of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or govermmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(e)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d) if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgement and cause the execution to be stayed during such appeal while providing such reserves for the judgement as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days; or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient) 2014(July 15,2013) 37 11) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Panty may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERTNIINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§2105.302,after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment) on its own terms,Contractor shall cease services under this Contract or Program Attaclunent;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset, The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a reffind due,which Contractor shall pay within the time period established by the Depar-tment. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-000023-00 e This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas,and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$164,368.00 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: RLSS/I_PHS RLSS/Local Public Health System-PnP 7. Statement of Work, CONTRACTOR shall improve or strengthen local public health infrastructure within the State of Texas by: • Developing objective(s)to address a public health issue; • Utilizing resources provided through this contract Attachment to conduct activities and services that provide or support the delivery of essential public health services; •Assessing, monitoring, and evaluating the essential public health activities and services provided through this Program Attachment; and • Developing strategies to improve the delivery of essential public health service(s) to identified service area. These tasks shall be performed in accordance with Department of State Health Services (DSHS) Division for Regional and Local Health Services Interlocal Application. The assessment and/or evaluation activities must include measurable standards. Acceptable standards include the National Public Health Performance Standards approved by the Centers for Disease Control and Prevention, Performance Standards developed by the Texas Association of Local Health Officials, Healthy People 2010, and any federal, state or local law or regulation governing the delivery of essential public health services. Other evaluation methods utilizing standards not listed in this Program Attachment must be pre-approved by DSHS. CONTRACTOR shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. CONTRACTOR shall comply with all applicable federal and state laws, rules, regulations and standards including, but not limited to, the following: • Chapter 23-11 of the Healthy People 2010; • Section 121.002, Texas Health & Safety Code, definition of ten essential public health services; • Government Code, Section 403.1055, "Permanent Fund for Children and Public Health". CONTRACTOR shall not use funds from the Permanent Fund for Children and Public Health for lobbying expenses under the Government Code, Section 403.1067. CONTRACTOR shall comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Program Attachment. DSHS shall inform CONTRACTOR in writing of any changes to applicable federal and state laws, rules, regulations, standards and guidelines. CONTRACTOR shall comply with the amended law, rule, regulation, standard or guideline except that CONTRACTOR shall inform DSHS Program in writing if it shall not continue performance under this contract Attachment within thirty(30) days of receipt of an amended standard(s) or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. CONTRACTOR shall complete the PERFORMANCE MEASURES as stated in the CONTRACTOR'S FY14 Local Public Health Service(LPHS) Service Delivery Plan, and as agreed upon by DSHS, hereby attached as Exhibit. BILLING INSTRUCTIONS: .Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http://www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/Interlocal GST-2012-Solicitation-00025 RLHS GOLIVE LPHS PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/3112014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE, STATE 14. DUNS Number: 069457786 15. Proaramrrratic Regortina Reauirements: Report Name Frequency Period Begin Period End Due Date Project Service Quarterly 09/01/2013 11/30/2013 12/30/2013 Delivery Plan Project Service Quarterly 12{0112013 02/28/2014 03/31/2014 Delivery Plan Project Service Quarterly 03/01/2014 05/31/2014 06/30/2014 Delivery Plan Project Service Quarterly 07/01/2014 08/31/2014 10/31/2014 Delivery Plan 16. Special Provisions General Provisions, Section 1.03 Reporting Article, are revised to include the following paragraph: Failure to submit a required report of additional requested information by the due date specified in the Program Attachment (s) or upon request constitutes breach of contract, may result in delay payment, and may adversely affect evaluation of Contractor's future contracting opportunities with the department. Programmatic Reporting Submission Requirements: Reports and Report signature page should be sent electronically to: LocalPHTeam @dshs.state.tx.us, or the signature page can sent by facsimile to 512-776-7391. A copy of the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional Director. See Programmatic Reporting Requirements section for required reports. General Provisions, ARTICLE 11 SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staff's time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, Section 12.01 Responsibilities and Restrictions Concerning Governing Board, Officers and Employees, is not applicable to this program Attachment. General Provisions, Section 12.20 Equipment(Including Controlled Assets) Purchases, is revised to include the following: For the purpose of this Program Attachment, equipment is not approved as part of the base budget for LPHS. The funds are for direct services. Although, at mid-year of the contract term, if funds are identified as not being used, the funds may be used to purchase equipment in the 3rd quarter of the contract or program attachment term. Contractor must submit proposal to redirect funds with justification as to how the equipment helps achieve the goals, objectives, and deliverables outlined in Exhibit A(Project Service Delivery Plan). The proposal must be submitted to the contract manager assigned to the program attachment. General Provisions, General Terms Article VIII, Amendment Section 13,15, is amended to include the following: Contractor must submit all amendment and revision requests electronically through the Contract Management and Procurement System (CMPS)at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract(this document) 2094-000023-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Certification Regarding Professional Services Contractors Not Hiring Former or Retired State Agency Employees, Child Support Certification, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Exhibit A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005749 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings,written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that 1 am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1900 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibilityy. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venme for Disputes.. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE II SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.....................„............................................,................,.....................................,..............10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................I1 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V 'PERMS AND CONDITIONS OF PAYMENT.................................................I.....,.......I..............12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Indepenldent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions(Core Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subreeipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Sections 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencfes. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contr act............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subreciplent and Vendor SubCOntrRCtOPS. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contracto•. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.25 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIH GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguityy. .....................................................................................................29 Section 13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication unication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ............................................................ ..................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Programs Attachmrent(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section16.05 Termination For Cause. ............................................................................................................36 General Prozrisions (Core Subrecipient) 2014 (July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipienf) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachnrent(s), Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and rcmedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,perforrnance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations, including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at Imp://www.d shs,s tatc,tx,uVcon tracts/]i nks.sh on. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III,State Uniforrn Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient)2014(July 15,2013) 5 located through web links on the DSHS website at http://NvwNv.dslis.state.tx.us/contracts/links.shtin. For contracts ffinded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USG§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U,S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC§200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a, and Immigration Act of 1990,8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act,5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov, Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 40I-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§ 2131 et sect.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg.26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7) Protection of underground sources of drinking water under-the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 ct seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system; and 11) Lead-Based Paint Poisoning Prevention Act (42 USC §§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; ni) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276e and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§327-333),regarding labor standards for federally-assisted constiuction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-I et seq.)regarding historic property to the extent necessary to assist DSI-IS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(8) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification,Section 13.19; 2) Independent Contractor, Section 12,15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts Only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures, Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOfficc @hlrsc,state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,20 13) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding.If funds become unavailable through lack of appropriat ions,.budget cuts,transfer of fiends between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on]row DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22) years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug, and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fans. Code Chapter 32,federal law supersedes state law. Section 2.04 Telernedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses teleniedicine/telepsyclriatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served;and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Tees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032, DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program hrcome in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English, to ensure that persons with Iimited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client wlro has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall snake every effort to avoid use of any persons under the age of eighteen(1 S)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor, if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex. Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contact may be withheld until Contractor's delinquent franchise tax is paid in fiull. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014 (July 15,2013) 10 Section 3,04 Use for Match Prohibited. Contractor shall not use fiords provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or eared only as a result of a Program Attachment during the tern of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made, and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at lrttp://www.dshs.state.tx.us/contracts/cfpm.shtm and the provisions of the Program Attaclrment(s). Contractor shall expend program income during the Program Attachment tern and may not carry fortiward to any succeeding term. Contractor shall refund program income not expended in the tern in which it is earned to DSHS. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under-the conditions specified in this Contract, Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local hinds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachment(s) and acceptable submission of a request for reimbursement;or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachments)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attaclmnent(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4,03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DST-IS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid, Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient)2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at lrttp://Nvww.dslis.state,tx.us/contracts/cfpnr.shtnr. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for tire deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment late(Tex, Gov, Code Chapter 2251). Contractor shall comply with Tex.Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s) due. Department may take repayment(recoup)from finds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5,04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin, Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor sliall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE W ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6,01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available tinder this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Princi les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014(July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://www.dshs.state.tx.tis/contracts/]itiks.slitni. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Ciro.No.A-133, the Single Audit Act of 1984,P L 98-502, 98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat, 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure tluesholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within.thirty(30)calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at littp://Nvww.dslis,state.tx.us/cotitracts/links.shtiii. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient)2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47,81, 82, 85, 88,92, 161, 181,241,245,251,534,576,577,596,611,and 773;and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without tine consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permittcd under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSI-IS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health& Safety Code§ 614.017(a)(2)relating to special needs offenders,to an agency described in Tex. Health&Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tennination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIVIAIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on tine HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at littp://NvwNy,dstis.state.tx.us/Iiivstd/Volicypolicies.slitnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to tine audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex.Admin. Code Title 22,Part 9,§ 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law, Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning tine Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor-relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during norrnal business hours to any authorized representative of the SAO. Contractor understands that tine acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a coffective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under-the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(EN/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslis.state.tx.us/childabusereportirrg. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. hi addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages, if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of tine license action; and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC, Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,Unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions (Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall snake this report to the SAO at http://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at http:/h vww.oig.lihs,gov/fraud/liotline/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has all ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Paris 376 and 180(parts A-1),45 CFR Part 76 (or comparable federal regulations); e) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions (Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the tbree(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against tbern for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g) of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is. unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager- assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex.Fam. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%) is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. if applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section I 1 A4 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip,favor,service or anything ofnronctaty value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ibreligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014 (July 15,2013) 19 requirements or statement(s) of work for this Contract or in the Solicitation Document oil which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov.Code§§2155.004,2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Cornm. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Worlc. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS Or CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state Iaws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management an(] Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments,which is available at the Department's web site: htt WwwwAshs.state,tx,us/contracts/cf nl.slitrll. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen, damaged or destroyed. If any insured equipment purchased with DSHS finds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to tine amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2) failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12,05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible pet-sons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect tine interests of Department in the event an actionable act or omission by a responsible person datuages Department's interests. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014 (July 15,2013) 21 of overtime only under the following conditions: 1) with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck; 3)when employees are performing indirect functions,such as administration,maintenance,or accounting; 4) in performance of tests,Iaboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,Health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation flan in the fonnat provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:cosca a,dshs.state.tx.us no later than the 60`h calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted.If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at httl2://Nvww.dslis,state.tx.tis/contracts/cft)m,slitin, Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex, Admin.Code§20.10 et seq. Contractors may obtain a list of HUBS at http://www.window.state.tx.tis/procurement/pro.-/htib. If Contractor has filed a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the I Sth day of each month for the prior month's activity,if there was any such activity, in accordance with 34 Tex. Admin.Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan, Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS.Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide with the dates of the applicable Program Attacbment(s)or that cover a term within the beginning and ending dates of the applicable Program Attaclunent(s). Contractor is responsible to DSHS for the perforniance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Tenus Article). General Provisions(Core Subrecipient) 2014 (July 15,2013) 23 Section 12,13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past twee(3) years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for Subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article;and(3) a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachments) applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12,13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever, For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. Tire person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability, Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under-this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within tcn(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12,20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and all acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory oil the Contractors Property Inventory Form or Form GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment term,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above, Tangible personal property includes controlled assets,including firearrns,regardless of fire acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractor's Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be_purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department it)the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to tine contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate; or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-11 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O, Box 149347,Austin,Texas 78714-9347,no later than October 15`1 of each year. The report is located on the DSHS-vcbsitc at littp://www.dshs.state.tx.tisicoiitracts/foiiiis.slitlii. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from tine bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiends must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful lives of Depreciable Hospital Assets" in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an itern reaches the end of its useful life,Contractor shall General Provisions(Core Subreeipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiinds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§ 556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses, Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under-the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at tine time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the inforrnation contained in any declaration,certification,or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to tine Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215,27(A-110) and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and 128. Contractor- shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Behveen Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attaclunent the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,cormnon ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Cire.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 lntelleettral Property. Tex, Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract, a) "Intellectual property" nicans created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract; and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient) 2014 (July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,oar any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from federal awarding agency)"or"The project described was supported by grant number from(federal awardinu agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awardiiT agencv�." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products; technology;scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Irrtangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contact is to be construed as jointly drafted,proposed and accepted. Section 13,08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information, If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer,Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment;and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment terns,as applicable,Contractor's written justification must include a reason for the delay in snaking the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be spade to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category, of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures; and C) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees; and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require all amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised, Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section. 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as all independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits, claims, losses,damages and judgments; and to pay all costs,fees,and damages to tine extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract, Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex.Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no Ionger exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment;and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information oil how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient) 2014(July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC O1G may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. Tire Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions oil a case-by-case basis. Contractor is responsible for complying with all of the teens of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline call be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations, the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DST-IS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any, for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed.by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014(July 15,2013) 33 fraudulently or upon tine Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six (b)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of fiinds by Contractor; n) require additional or more detailed, financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation, improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute)imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and tine method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recouprnent, Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which tine remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s), If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule,or guideline, Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and tape corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupmerrt is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Conti-act Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex.Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subehapter B,to DSHS's Office of General Counsel. Tire notice must specifically state that the provisions of Chapter 2260,subehapter B,are being invoked. A copy of the notice must also he given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15,03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex, Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part, ARTICLE XW 'TERMINATION AND TEMPORARY SUSPENSION General Provisions (Core Subrecipient) 2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terns section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16,02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.- Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further-obligation created under the applicable tends of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Tenors section of the General Terns Article. Termination does not however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the tern of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. 6) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of tine suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when, in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to tine other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,miles,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided udder this Contract; d) Department deterinines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statenient(s)of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§21 55.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes ail assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) H judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d) if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgement as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; General Provisions (Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions (Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. if either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terninated for cause is not eligible for expansion of current contracts, if any,or new contracts or renewals until,in the case of suspension or tennination,the Department has determmined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§2105.302,after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request au administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terns,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment terrination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed, Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is ternitrated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the final Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terns of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions (Core Subrecipient)2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any fiords due as a result of later refunds,corrections,or other transactions, General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-000014-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$241,637.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4.Term of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. S. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: IMMILOCALS Immunization Branch-Locals 7. Statement of Work: Contractor shall implement and operate an immunization program for children, adolescents, and adults, with special emphasis on accelerating interventions to improve the immunization coverage of children two (2)years of age or younger(0 to 35 months of age). Contractor shall incorporate traditional and non-traditional systematic approaches designed to eliminate barriers, expand immunization capacity, and establish uniform operating policies, as described herein. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall be enrolled as a provider in the Texas Vaccines for Children Program (TVFC)which includes a signed Deputization Addendum to TVFC Provider Enrollment Form (E6-102), by the effective date of this Program Attachment, and must adhere to the TVFC Operations Manual and associated TVFC policy guidelines provided by DSHS (located at http://www.dshs.state.tx.us/immunize/tvfc/tvfc—manual.shtm). Contractor shall comply with written policies and procedures provided by DSHS in managing vaccines supplied through the TVFC program, including guidelines for proper storage and handling of vaccines and for safeguarding vaccine in the event of natural disaster. Contractor shall comply with all requirements laid out in the final, approved Work Plan (Exhibit A). • Contractor will use the current vaccine management system as described in the TVFC Operations Manual. • Contractor shall notify providers of changes to vaccine management reporting, and present updates and training to providers, as requested by DSHS. • Contractor shall plan and implement community-based activities and collaborations to accomplish the required tasks as specified in the final, approved Work Plan (Exhibit A). Contractor shall report all reportable conditions as specified in 25 Texas Administrative Code JAC) Part 1 §§97.1-97.6 and §§97.101-97.102, and as otherwise required by law. Contractor shall report all vaccine adverse event occurrences in accordance with the 1986 National Childhood Vaccine Injury Act (NCViA)42 U.S.C. § 300aa-25 (located at http://vaers.hhs.gov/or 1-800-822-7967). Contractor shall inform and educate the public about vaccines, and vaccine-preventable diseases, as described in the DSHS Immunization Contractors Guide for Local Health Departments. Contractor shall conduct outreach and collaborative activities with American Indian tribes located within the boundaries of the contractor's jurisdiction. Contractor shall work to promote a health care workforce within the Local Health Department's service area (including Contractor's staff)that is knowledgeable about vaccines, vaccine safety, vaccine-preventable diseases, and delivery of immunization services. Contractor shall not deny vaccinations to recipients because they do not reside within Contractor's jurisdiction or because of an inability to pay an administration fee. Contractor shall comply with all applicable federal and state regulations and statutes, including but not limited to: • Human Resources Code§42.043, VTCA; • Education Code§§38.001-38.002, VTCA; • Health and Safety Code§§12.032, 81.023 and 161.001-161.009,VTCA; • 25 TAC Chapter 97; 25 TAC, Chapter 96; • 25 TAC, Chapter 100; •42 USG §§247b and 300 as-25; Omnibus Budget Reconciliation Act of 1993, 26 USC §49806; and Senate Bill 346. Contractor shall comply with current applicable state and federal standards, policies and guidelines, including but not limited to DSHS's Standards for Public Health Clinic Services, revised August 31, 2004 (located at http://www.dshs.state.tx.uslgmb/default.shtm##public). Contractor shall be responsible for conducting outreach regarding vaccinations for children (19 through 35 months of age in the Contractor's jurisdiction) included on the list distributed to Contractor by DSHS. Lists are distributed at the start of each quarterly reporting period (September 01, 2013, December 01, 2013, March 01, 2014, June 01, 2014.). Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and/or work plans, and must update and disseminate its implementation documentation to its staff involved in activities under this contract within forty-eight (48) hours of making approved changes. Contractor shall review monthly grant funding expenditures and salary savings from any grant-paid staff vacancies and revise spending plan to ensure that all funds will be properly expended under this contract before the end of the contract term on August 31, 2014. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a monthly basis. If expenditures are below what is projected in Contractor's total Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. Performance Measures: The following performance measure(s)will be used, in part, to assess Contractor's effectiveness in providing the services described in this Program Attachment, without waiving the enforceability of any of the terms of the Contract. Contractor shall: • Investigate and document, in accordance with DSHS Texas Vaccine-Preventable Disease Surveillance Guidelines (located at http://www.dshs.state.tx.uslidcu/investigation/conditions/) and NBS Data Entry Guidelines, at least 90%of suspected reportable vaccine-preventable disease cases within thirty (30) days of notification. • Complete 100%of the follow-up activities, designated by DSHS, for TV1=C provider quality assurance site visits assigned by DSHS. Ship overstocked vaccines and vaccines approaching expiration to alternate providers for immediate use when instructed to do so by the HSR Immunization Program Manager to avoid vaccine waste. • Contact and provide case management to 100% of the number of hepatitis B surface antigen-positive pregnant women identified. • Contact 100% or 300 per FTE (whichever is fewer) families of children who are not up-to-date on their immunizations according to the 1mmTrac-generated list provided to the LHD by DSHS at the beginning of each reporting period. • Perform outreach and education activities targeting adolescents 14 to 18 years of age and their parents via high schools, colleges and universities, Junior Reserve Officer Training Corps (JROTC)and military recruitment centers to satisfy Texas Health and Safety Code Chapter 161, Subsection A, Section 161.0095 requirements • Participate in at least one collaborative meeting concerning tribal health issues, concerns, or needs with American Indian tribal members during the contract term if American Indian tribes are in their jurisdiction. • Report outreach done, and collaborative efforts made, with the American Indian tribes in the LHD`s jurisdiction. • Review 100% of monthly biological reports, vaccine order forms (when applicable), and temperature logs for accuracy to ensure the vaccine supply is within established maximum stock levels. • Complete 100%of child-care facility and Head Start center assessments, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Complete 100% of public and private school assessments, retrospective surveys, and validation surveys, in accordance with the Immunization Population Assessment Manual, as assigned by DSHS. • Report number of doses administered to underinsured children monthly, as directed by DSHS. Report the number of unduplicated underinsured clients served, as directed by DSHS. Contractor shall utilize the AFIX (Assessment, Feedback, Incentives, and eXchange) methodology, found in the Immunization Quality Assurance Tool Resource Manual, (located at http://www.dshs.state.tx.us/immunizeldocs/QA—site—visit.pdo to conduct quality assurance site-visits for all sub-contracted entities and non-local health department Women, Infant and Children (WIC)clinics. Assessment shall be done using the DSHS Immunization Quality Assurance Site Visit tool provided by DSHS and the Comprehensive Clinic Assessment Software Application (Co-CASA), as specified by the DSHS Program. Contractor shall submit assessment results to the designated DSHS Regional Immunization Program manager within two (2)weeks after completion. Programmatic Reporting Submission Requirements: Contractor is required to complete and submit a LHD ILA Quarterly Report form, utilizing the format provided by the DSHS Program and available at: http://www.dshs,state.tx.us/immunize/providers.shtm Contractors LHD ILA Quarterly Reports should be submitted electronically to dshsimmunizationconfracts @dshs.state.tx.us. See Programmatic Reporting Requirements section for required reports. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required servicesldeliverabies. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagency/interlocaf GST-2012-Solicitation-00022 DCPS "GOLIVE" IMMUNIZATION LOCALS PROPOSAL 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.268, 93.268, 93.268, 93.268, 93.268, 93.268, STATE 14. DUNS Number: 069457786 15. Proarammatic Renortina Reauirements: Report Name Frequency Period Begin Period End Due Date LHD ILA Quarterly Quarterly ,09101/2013 11130/2013 12/3012013 Report LHD ILA Quarterly Quarterly 92/01/2013 02/28/2014 03/3112014 Report LHD ILA Quarterly Quarterly 03/01/2014 05/30/2014 06/30/2094 Report LHD ILA Quarterly Quarterly 06/0112014 08/31120/4 09/30/2014 Report 16. Special Provisions General Provisions, ARTICLE II SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staff's time supporting this Program Attachment for response efforts, as pre-approved in writing by DSHS. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provision, ARTICLE Ill. FUNDING, Section 3.03 Use of Funds Section, is revised to include: • Funds shall not be used for purchase of vaccines, inpatient care, construction of facilities, or debt retirement. • Travel expenses shall be reimbursed according to Contractor's written travel policy, as submitted and approved with Contractor's FY2014 Application for Immunization Funds. If no written travel policy was submitted, or if the submitted policy is not approved by DSHS, travel expenses shall be reimbursed according to current State of Texas Travel Policy at http://online.dshs.state.tx.usitrave[offce.aspx For immunization activities performed under this Program Attachment, General Provisions, ARTICLE Xli. General Business Operations of Contractor, Section 12.06 Overtime Compensation, is replaced with the following paragraphs: Contractor is authorized to pay employees who are not exempt under the Fair Labor Standards Act (FLSA), 29 USC, Chapter 8, §201 et seq., for overtime or compensatory time at the rate of time and one-half per FLSA. • Contractor is authorized to pay employees who are exempt under FLSA on a straight time basis for work performed on a holiday or for regular compensatory time hours when the taking of regular compensatory time off would be disruptive to normal business operations. • Authorization for payment under this provision is limited to work directly related to immunization activities and shall be in accordance with the amount budgeted in this contract Attachment. Contractor shall document proper authorization or approval for any work performed by exempt or non-exempt employees in excess of forty(40) hours per workweek, •All revenues directly generated by this Program Attachment or earned as a result of this Program Attachment during the term of this Program Attachment are considered program income; including income generated through Medicaid billings for immunization related clinic services. The Contractor shall use this program income to further the scope of work detailed in this Program Attachment, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions, ARTICLE Xlll, GENERAL TERMS, Section 13.15 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract(this document) 2014-000014-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 97460005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and i have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1300 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S€tbrecipient) ARTICLE I COMPLIANCE AND REPORTING.................... 5 ................................................................... Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. .....................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 111 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERV ICES.......................................................................................................................I..................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telennedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLE III FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Incoue. .......................................................................................................................II Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section 4.01 Payment Methods. .....................................................................................................................1I Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT RE,QUIRE,RE, MENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.....................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Core Subrecipient)2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIVIAIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Sectioni9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinqueucles. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. .......................................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR..........................I...............I...20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liabilit Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Program Site. ........................................................................................................................ Section 12.08 Cost Allocation Plan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(IIUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subreciplennt and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subreeiplent Subcontracts. ..........................................................24 Section 12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Llability.. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient)2014 (July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................r......................................................................................,.....27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLE XIII GENERAL TERi17S....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Otiner Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section 13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunit`'Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XNT CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section15.01 Breach of Contract Claim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Core Subrecipient) 2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/S ubrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section 17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions (Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,Arles or executive orders,the terns of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. Tire Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Patties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other infornation requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial EIigibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,perfornance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In flee event of a dispute between the Parties,venire for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding,Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division.UGMA and UGMS can be located through web links on the DSHS website at http:/hvww.dslis.state,tx.us/contracts/links.slitnn. Contractor-also shall comply with all applicable federal and state assurances contained in UGMS,Part III, State Uniform Administrative Requirements for Grams and Cooperative Agreements §^.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at http://www.dstis.state.tx.us/contracts/links.slitm. For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations, and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the Basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Atnendinents of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§ 794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§ 6101-6107;6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84,86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 ct seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC §§ 3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§6081-6084,and the Pro-Children Act of 2001,20 USC §7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC§§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC§§201 et seq.,and the hrtergovernmental Personnel Act of 1970, 42 USC§§4701 ct seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter-469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC§263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to the treatment of laboratory animals; l) environmental standards pursuant to the following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 1 1514(35 Fed. Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient)2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7) Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 1 I) Lead-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the-use of lead-based paint in residential construction or rehabilitation-, M) Intergovernmental Personnel Act of 1970(42 USC §§4278-4763)regarding personnel inerit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U,S.C. §276c and 18 USC § 874),and the Contract Work Flours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-I et seq.)regarding historic property to the extent necessary to assist DSI-IS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" i) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies, If this Contract is firnded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts; 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance,Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions (Core Subrecipient) 2014(July 15,2013) 7 6) Historically Undcrutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due, Section 3.02; and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex, Gov, Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3) the set-vices,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. e) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice @hlisc,state,tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,pennits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions (Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced fiends. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,Nvho are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex. Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar-day after the date a person who is twenty-two (22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorisln events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DST-IS in providing services,as appropriate,in the following areas:community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation;in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the mamrer most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under-this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telentedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions (Core Subrecipient)2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in tine operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served; and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032,DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be.accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible, Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits, and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation, certifies by execution of this Contract that it is current and will remain cut-rent in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas Iaw(Tex.Tax Code §§ 171.001 et sect.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in frill. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient) 2014(duly 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the terra of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the saute Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,tite Contractor's Financial Procedures Manual located at littp://Avww.dslis.state.tx.us/contracts/cfont.slitm and the provisions of the Program Attaclunent(s). Contractor shall expend program income during the Program Attachment terra and may not carry forward to any succeeding terra. Contractor shall refund program income not expended in the terns in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(Le.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachments) and acceptable submission of a request for reimbursement;or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachrnent(s) or permitted tinder the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later-than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the terra. if necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster, or criminal activity that substantially General Provisions(Core Suhrecipient) 2014 (July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify tine need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at httr)://ivww,dslis.state.tx.us/contracts/cfi)tii.stitm. Section 4,05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department;and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are rnct,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov.Code Chapter 2251). Contractor shall comply with Tex.Gov.Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due. Department may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in (lie Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable tern to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the Rinds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due datc(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-110 (2 CFR,Part 230) 215)and applicable Federal awarding agency common r-tile For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common Mule in OMB Circular A-122 Procedures,or (2 CFR Part,230) as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at htti)://wwvv.dslis.state.tx.us/contracts/links.shtm. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget (OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996, P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal fiends passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditurc thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.The HHSC Office of Inspector General (OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to coruplcte the Single Audit Status Form within thirty(30) calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.Tire audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.us/contracts/links.slrtm. Contractor shall procure audit services in with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit, Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Conrpliance/Audit,Mail Cade 1326 Austin,Texas 78714-9347 P.O.Box 85200 Austin,Texas 78705-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state laws,Arles and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47, 81, 82, 85, 88,92, 161, 181,241,245,251,534, 576, 577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom.the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law,Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex. Health&Safety Code§533.004 and Rule Chapter 414,Subchapter A or other applicable laws or rules, Contractor shall disclose information described in Tex. Health&Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attaclunetrt to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health& Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at littp://Nvww,dslis,state.tx.tis/ilivstd/)olicy/policies.slitm. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or ail audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of finds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Ally deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD); Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.tus/childabusere ortin . Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governnnental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact inforniation of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of tine date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance tinder this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient) 2014 (July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal, employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim Under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at ltttu://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at littp://ivwNv.oi .Ig ihs.gov/fraticl/hotline/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prolhibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the thrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,malting false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. )~am. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent (25%)is not eligible to receive payments from state fluids under a contract to provide property,materials,or services or receive a skate-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11,03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization tinder this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift, loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based, Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DS14S for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014 (July 15,2013) 19 requirements or statenient(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex, Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Comm.Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations;and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2) years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contr'actor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: ht.tp-//xvww.(Islis.state,tx.us/coiitracts/cfpiii.slitni. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient) 2014 (July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and c) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS fiends is lost,stolen,damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract tip to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s)authorizing}payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval front,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all tines maintain liability insurance coverage, referred to in Tex. Gov. Code §2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014 (July 15,2013) 21 of overtime only under the following conditions: 1) with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests, laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Platt. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mailto:coscapLcDdshs.state.tx,us no later than the 600'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation.Plan on file with the Department. Contractor shall implement and follow fire applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30) calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at littt)://tixww.dslis.state.tx.us/coiitracts/efyin.shttii. Section 12.09 No Endorsement, Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex,Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUBs at littp://www.wiiidow.state.tx.us/procurement/prog/lttib. If Contractor has fled a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin. Code§ 20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and tithe comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in'writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause; and e) beginning and ending dates that coincide'vith the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section (Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article), General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subreeipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in the Assurances and Certifications Article; (2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attaclrrnent(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor-shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager-assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the perforniance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion, If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3)years from the elate of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name; contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12,19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of uonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-1 I as required under Section 12,23Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies, office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12,22 Changes to Equipment List. All items of equipment to be_purchascd with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract, Any changes to the approved equipment Iist in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12,23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-11 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,no later than October 15"`of each year. The report is located on the DSHS website at httpWwww.dslis.state.tx.us/contracts/fornis.slitin. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness.If Contractor is indemnified,reimbursed, or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department, The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department fiends must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AI-IA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department fiends,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,all inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XII I GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§ 556:0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state Iegislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress,an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS), If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification, or disclosure fortin in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or- disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors, if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014 (July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor),its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any tune during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common. ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal Iaw,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherlvise by contact. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contact funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,oil any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgement must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"Tile project described was supported by grant nurnnber from(federal awarding„agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and it-revocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on all invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology; scientific information;trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract perfornnance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted, Section 13.05 Legal Notice. Any notice required or pennnitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to tine Party at the address specified by the Party to the other Party in writing or,if sent by certified mail,on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. if requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys, Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS, Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of,different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; h) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or perfonnance measures;and C) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(10)calendar days shall notify in writing the contract manager-assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or cmail. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient) 2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does riot apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from. or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indernnifieation. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits, claims, losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor, its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will riot constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin.Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in I Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EiR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a Website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the Website or other electronic and information resources comply with the EIR Standards. Contractor fiirther certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient) 2014 (July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of hrformation Resources. Section 13.22 Force Majenre. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj eure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as all"Interim Contract"beyond the expiration date of the terns of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fiend the goods or services to be procured during the Interim Contract teen. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of tithe. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; f) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in tine assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions (Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List Systern(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods, HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terns of this Contract. Tile listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30) calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. Tile notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not snake any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1) discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend finids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for snatching funds, if any, for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 1) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; rn) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g., because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them, the corrective actions,if any, that must be taken before the actions will be removed and the tinge allowed for completing the corrective actions,and the method, if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under-a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions (Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and tape corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recouprment is available,DSHS will recoup the amount due to DSHS from ftmds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards, or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action, An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending finds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§ 4.11- 4.24 will be used by DSHS and Contactor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex, Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit, Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part, ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terris section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination, Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary reiinquishrnent by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination.. Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Teems section of the General Terms Article. Termination does not,however.,constitute a waiver of any remedies for breach of this Contract. In addition Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if fiends become unavailable through lack of appropriations,budget cuts,transfer of fiords between programs or health and human services agencies,amendments to the Appropriations Act,health and Truman services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16,05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other-conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at'least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform render this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement, insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or- 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient) 2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards, or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires, is not renewed,is inactivated or is suspended. General Provisions (Core Subrecipient)2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period, ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be.void, any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant fiords, Contractor may request an administrative hearing under Tex. Gov.Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed, Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after tcrrnination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is tenninated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient)2014 (July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attaclvnent does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient)2014 (July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001139-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $166,825.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4.Terre of the Contract: This Contract begins on 09/01/2013 and ends on 0813112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. S.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: CPS/LRN-PHEP CPS-LABORATORY RESPONSE NETWORK-PREP 7. Statement of Work: Contractor shall perform activities in support of the Centers for Disease Control and Prevention (CDC) Cooperative Agreement Work Plan for Public Health Emergency Preparedness (Funding Opportunity CDC-RFA-TP12-120102CONT13). CDC's Public Health Emergency Preparedness Cooperative Agreement is designed to upgrade and integrate state and local public health jurisdictions' preparedness for and response to bioterrorism, outbreaks of infectious disease, and other public health threats and emergencies. The existence of any one of these conditions constitutes an "incident". Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall conduct activities at the local level as stated in the Fiscal Year(FY) 2014 Public Health Emergency Preparedness Workplan for Laboratory Response Network(LRN) Laboratories. Contractor shall: A) Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDCs LRN biothreat protocols; B)Test samples from identified service area for biothreat agents and toxins. Once biological agent is identified, Contractor shall be prepared to test for other infectious agents and for other public health threats and emergencies; C)Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols; D) Maintain extensive collaboration with local law enforcement, hazardous material and other emergency responders. In addition, Contractor shall prepare Standard Operating Procedures and Standard Operating Guidelines (SOPs/SOGs)covering interaction with these agencies in the event of an emergency or incident; E) Upon request provide copies of all new or revised SOPs/SOGs related to preparedness to DSHS with quarterly report; F) Utilize DSHS's provided Public Health Laboratory Information Management System (PHLIMS)for reporting biothreat testing and results. This reporting shall include sample and laboratory data as well as the final report; G) Prepare current information during an incident; and H) Provide LRN surge capability plan. Contractor's laboratory microbiologist shall be responsible for training other Contractor laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents; monitoring and evaluating biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies; communicating with all other laboratories within the service area as defined by DSHS; and interacting with DSHS and CDC. Contractor shall comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: • Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; • Public Law 109-417, Pandemic and All-Hazards Preparedness Act of 2006; and • Chapter 81, Texas Health and Safety Code. Contractor shall comply with all applicable regulations, standards and guidelines in effect on the beginning date of this Program Attachment. The following documents are incorporated by reference and made a part of this Program Attachment: • Contractors Financial Procedures Manual dated September 1, 2012 or latest version located at: http//www.dshs.state.tx.us/contracts/cfpm.shtm; • Centers for Disease Control and Prevention (CDC) Guidance for Public Health Emergency Preparedness (http://www,cdc.gov/phprlcapabilities/index.htm); • FY 2014 Public Health Emergency Preparedness Workplan for Laboratory Response Network (LRN) Laboratories; • Contractor's FY 2014 Applicant Information and Budget Detail; and • CDCs Local Emergency Preparedness and Response Inventory, The CDC LRN-PHEP Budget Period 2 (July 1, 2013 through June 30, 2014)funds awarded herewith must be matched by costs or third party contributions that are not paid by the Federal Government under another award, except where authorized by Federal statute to be used for cost sharing or matching. The non-federal contributions (match) may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the contractor incurs in fulfilling its matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of Federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 45 CFR 92.24. Contractor is required to provide matching funds for the CDC LRN-PHEP Budget Period 2 (July 1, 2013 through June 30, 2014) of the Funding Opportunity Number CDC-RFA-TP1 2-120102CONT1 3 not less than 10% of total costs. Refer to the DSHS Contractor's Financial Procedures Manual, Chapter 9 (http://www.dshs.state.tx.us/contracts/cfpm.shtm) for additional guidance on match requirements, including descriptions of acceptable match resources. Documentation of match, including methods and sources, must be included in the Contractor's contract budget and PHEP Contractor must follow procedures for generally accepted accounting practices and meet audit requirements. Contractor shall notify DSHS in advance of Contractor's plans to participate in or conduct local exercises, in a format specified by DSHS. Contractor shall participate in statewide exercises planned by DSHS as needed to assess the capacity of Contractor to respond to bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Contractor shall prepare after-action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercises, in a format specified by DSHS. Contractor shall cooperate with DSHS to coordinate all planning, training and exercises performed under this Program Attachment with the Texas Division of Emergency Management, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. In the event of a public health emergency involving a portion of the state, Contractor shall mobilize and dispatch staff or equipment that were purchased with funds from this Program Attachment and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from DSHS. Contractor shall inform DSHS in writing if it shall not continue performance under this Program Attachment within thirty (30) days of receipt of an amended standard(s)or guideline(s). DSHS may terminate the Program Attachment immediately or within a reasonable period of time as determined by DSHS. Contractor shall develop, implement, and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Program Attachment, including partial FTEs and temporary staff. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90)days may result in a decrease in funds. Performance Measures: Contractor shall complete the PERFORMANCE MEASURES as stated in the attached Exhibit A. Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421 .071 and 421.072 (b) and (c). BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Calhoun-Goliad-Jackson-Victoria-Aransas-Bee-Jim Wells-Kieberg-Live Oak-Nueces-Refugio-San Patricio County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencyflnterlocal GST-2012-Solicitation-00030 DCPS GOLIVE LRN PHEP 11. Renewals: Number of Renewals Remaining: 3 Date Renewals Expire: 08/31/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.069, 93.069 14. DUNS Number: 069457786 This section intentionally left blank. 16. Special Provisions General Provisions,Article 1, Compliance and Reporting , Section 1.03 is amended to include: Reporting. Contractor shall submit programmatic reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS. Contractor shall provide DSHS other reports, including financial report, and any other reports that DSHS determines necessary to accomplish the objectives of this contract and to monitor compliance. If Contractor is legally prohibited from providing such reports, Contractor shall immediately notify DSHS in writing. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Contractor shall provide reports as requested by DSHS to satisfy information-sharing requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c). General Provisions, Services Article, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions, Article IV, Payment Methods and Restrictions, Billing Submission Section 4.02, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than August 14, 2014 for costs incurred between the services dates of September 1, 2013 and June 30, 2014. General Provisions, Article V, Terms and Conditions of Payment, Section 5.01, is revised to include: DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on these reviews, DSHS may reallocate funding between contracts to maximize use of available funding. General Provisions, Article VI,Allowable Costs and Audit Requirements, Section 6.01, is amended to include the following: For the purposes of this Program Attachment, funds may not be used for fundraising activities, lobbying, research, major renovations, reimbursement of pre-award costs, clinical care, purchase vehicles, new construction, funding an award to another party or provider who is ineligible, backfilling costs for staff, or to purchase incentive items. General Provisions, Article XII General Business Operations of Contractor, Equipment Purchases, Section 12.20 is revised as follows: Contractor is required to initiate the purchase of approved equipment and controlled assets no later than August 31, 2014 as documented by issue of a purchase order or written order confirmation from the vendor on or before August 31, 2014. In addition, all equipment and controlled assets must be received no later than 60 calendar days following the end of the Program Attachment term. General Provisions, Article Xlll, General Terms, Section 13.15, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least 90 days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001139-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, f=iscal Federal Funding Accountability and Transparency Act(FFATA)Certification e. Exhibits Exhibit A (WORK PL, Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17450005741 027 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1:02 Compliance with Requirements of Solicitation Document. ......................................................5 Section1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1:05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicabilih'of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE1I SERVICES..........................................................................................................................................9 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .................... ................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telennedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. .....................................................................................................10 Section 3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section 3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................II Section 4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section 4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section 5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section 6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY...........................................................:.............:.......................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions (Care Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section10.03 Litigation. ...................................................................................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Insolvency. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE X1I GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section 12.05 Liability Coverage. ....................................................................................................................21 Section12.06 Overtime Compensation. ..........................................................................................................21 Section12.07 Program Site. .............................................................................................................................22 Section 12.08 Cost Allocation PIan. .................................................................................................................22 Section12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section 12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Autbority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section12.21 Supplies. ......................................................................................................................................25 General Provisions (Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 CIoseout of Equipment. ................;............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIII GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section 13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section 13.05 Intellectual Property. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 SeverabiIity and Arnbiguity. .....................................................................................................29 Section 13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section 13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section 13.18 Immunity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 Waiver. .......................................................................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section 15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TEMMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16,04 Termination or Temporary Suspension Without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 Genefal Provisions (Core Subrecipient)2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,tales or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action;and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable,Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1,05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources;will apply to this Contract. Contractor agrees to comply with applicable Iaws,executive orders,regulations and policies, as well as Office of Management and Budget(OMB)Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Scrvices Division. UGMA and UGMS can be located through web Iinks on the DSHS-vebsite at http://Nvww.dslis.state.tx.us/contracts/litiks.slitm. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part III, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions (Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at littp://NvNv,%v.dslis.state.tx.us/contracts/l nks_.shtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC §§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S.Department of Labor,Equal Employment Opportunity E.O. 11246;9)Tex.Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12) Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title V111 of the Civil Rights Act of 1968,42 USC §§3601 et seq.,relating to nondiscrimination in housing; and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC§ 1324a, and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq., and 6601 (PL,93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC§§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC §§4701 et seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling_ blood home pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et seq.,pertaining to tine treatment of laboratory animals; 1) environmental standards pursuant to tine following: 1)Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed.Reg.4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3) Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed.Reg.26951 and,if applicable, flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234); 5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §1251 et sect.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§7401 et seq.; 10)Wild and Scenie Rivers Act of 1968(16 USC§§ 1271 et seq.)related to protecting certain rivers system;and 11)Lcad-Based Paint Poisoning Prevention Act (42 USC§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; n1) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles 11 and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7), the Copeland Act(40 U.S.C. § 276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor- standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments, and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) Tire following sections or portions of sections of these General Provisions will not apply to interagency or interiocal contracts: 1) Hold Harmless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety;delete the word "employees"in the fourth sentence;the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses, Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3,01; 8) Application of Payment Due, Section 3.02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health&Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the interlocal Cooperation Act,Tex.Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC)Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888) 388-6332 or(512)435-4313 TTY Toll-free(877)432-7232 HHSCivilRiglitsOffice@llhsc.state.tx.us lrhsc.state.tx.us Section 1.10 Licenses, Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient)2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation, This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,.budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE 11 SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In fire event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services;and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain.Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other-state law. If requirements of federal law relating to consent directly conflict with Tex. Fain. Code Chapter 32,federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telernedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for teleniedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient)2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served;and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health& Safety Code§ 12.032, DSHS Rule§1.91 covering Fees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18) or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex.Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further-certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless detected or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terns of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute tinder which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at http://Nvww.dslis.state.tx.us/contracts/cfpm.slitrn and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forlvard to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels, in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding tinder this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachrnent(s) and acceptable submission of a request for reimbursement; or b) unit rate/fce-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4,02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attaclunent(s)in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachrnent(s) or permitted tinder the Third Party Payers section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill.Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall subinit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the terra of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSI-lS's offices more than sixty(60) calendar days following the end of the applicable tern will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipicnt) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section, Section 4.04 Working Capital Advance. If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at littp://www.dshs.state.tx.vis/cotitracts/cf z. Section 4,05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid.if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs;(c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services tip to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Paymcnts and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and perforiied or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex.Gov. Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s)due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned on such fiends before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Services section of die Services Article of these General Provisions or under 25 Tex.Admin.Code§ 444.413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed,and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the funds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS,OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122 (2 CFR,Part A-133 and UGMS A-1 t0(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions (Core Subrecipient)2014 (July 15,2013) 13 federal or state awarding agency ..........J A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http://www.dslis.state.tx.its/contracts/litiks,shtm, OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal Rinds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB) Ciro.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable,for their program-specific audits.Tile HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Forin within thirty(30)calendar days after notification by 016 to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at htti)://Nvww.dslis.state.tx.us/contracts/Iiilks.slitam. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O.Box 55200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar-days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2; 45 General Provisions(Core Subrecipient)2014(July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health& Safety Code Chapters 12,47,81, 82, 85, 88,92, 161, 181,241,245,251,534, 576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential infornation under this Contract,without the consent of the individual to whom the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414,Subchaptcr A or other applicable laws or rules. Contractor shall disclose information described in Tex.Health&Safety Code§ 614,017(a)(2)relating to special needs offenders,to an agency described in Tex.Health&Safety Code§ 614A17(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tenmination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex. Health&Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at htt :Ihvww.dslrs.state.tx.us/lnivstd/colic / olicies.shtnn. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period, if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States, OIG,and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract;and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during nonmal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency, to conduct an audit or investigation in connection with those funds, Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the elate prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or satrctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(IIIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health; and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex.Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor small develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Coiltractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by tine Department located at www.dshs.state,tx,us/childabusereportirng, Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to tine Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the Iitigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor, as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action; and a license or case reference number, Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall snake such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions (Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at lrttp:/lsao.fraud.state.tx.us,and to the HHS Office of Inspector General at lrtti)://wN«v.oi�-.hiis.goN,/fraud/hottine/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication,is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in air activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department,another-state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180 (parts A-I),45 CFR Part 76 (or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to ail outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014 (July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against theirs for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-Wigging),or commission of embezzlement,theft,forgery, bribery, falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g)of this section;and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to snake applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. Fain. Code§ 231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder, or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Berrefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or future employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex.Gov. Code§ 2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statement(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient)2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov.Code§§ 2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005;(c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USG§ 1,et seq. and Tex.Bus. &Comm.Code§ 15.0 1,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence tine employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: littp://wwAv.dslis.state.tx,us/contracts/cfprn.shtrm. Contractor shall maintain an appropriate contract administration system to ensure that all terns,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop, implement, and maintain financial management and control systenns that meet or exceed the General Provisions (Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimuim,the following: a) financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and e) effective internal and budgetary controls; comparison of actual costs to budget;detennination of reasonableness,allowableness, and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department Rinds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. if any insured equipment purchased with DSHS funds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of Ruiding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract, including person(s)authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102;as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any Compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient)2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4) in performmance of tests,laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O. Box 149347,Austin,Texas 78714-9347,or by email to nrailto:cosca a,dshs.state.tx.us no later than the 60ffi calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan oil file with the Department. Contractor sliall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract,Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted.If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at 1rttp://Nvw\v.dslis.state.tx.us/contracts/cfpm.slrtm. Section 12,09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name,logo or website link in any planner that is intended,or that could be perecived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is pennitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code§ 20.10 et seq. Contractors may obtain a Iist of HUBS at http://Nvww.witidow,state.tx.us/proctireiiieiit/TroOiub. If Contractor has fled a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBS during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity,in accordance with 34 Tex.Admin. Code §20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§ 2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS.Contractor shall ensure that General Provisions(Core Subrecipient)2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following; a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s)or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the perforrnance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1)the certifications stated in tine Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO,OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the tern of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract oil behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tai:Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS,this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall subunit written notice to the contract manager assigned to the Program Attachment within tell(10)business days of any change to the Contractor's name;contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient)2014 (July 15,2013) 24 Section 12.19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC-11 as required under Section 12,23Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplics,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed under Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be-purchased with fiends under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the ease of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on ForYm GC-11 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,no later than October 15a'of each year. The report is located on the DSHS website at http://ivww.dslis.state.tx.us/contracts/foniis.slitnf. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contact reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor, Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property, Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any tint during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requiremments of UGMS. If,prior to the end of the useful life,any,item of equipment is no longer needed to perform services under this Contact,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12,28 Closeout of Equipment. At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department fiords must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department, ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with fiends from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use fiords paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a rneinber of Congress,an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract(31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal funds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract furless Contractor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contractor shall also comply,as applicable,with the Iobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27 (A-110) and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient)2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract, Potential conflicts of interest include,but are not Iimited to,an existing or potential business or personal relationship between Contractor(or subcontractor),its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain.If,at any tine during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13,04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of tine related party,]row the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§ 215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and bold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. e) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use, for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions(Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from federal awarding a enc )"or"The project described Nvas supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding g gency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent on an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information;trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Otber Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,1JRLs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014 (July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request, Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is exceuted in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than the equipment category,of cost reimbursement contract Program Attachments of less than$100.000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and snatch,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS firnds. Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification maybe by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient) 2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection sloes not apply to contracts funded by finding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in tire,Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised, Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.1$ Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims,losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperforinance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13.21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in 1 Tex.Admin.Code Chapter 213 and Website Accessibility Standards/Specifications specified in I Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions(Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God, The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter. required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and, as soon as practicable,must submit written notice with proof of receipt,of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the terra of the Interim Contract,or both. The notice will include billing instructions and detailed information on how DSHS will fiord the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions.or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; t) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient) 2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may Investigate,audit and Impose or recommend imposition of remedies or Sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract, A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination,except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses.Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or fixture contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; f) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains finds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate, improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient)2014(duly 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; i) request that Contractor be removed from the Centralized Master Bidders List(CMBL) or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor oil probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; I} require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed, financial and/or-programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation, improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-Riiided clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer, officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; i) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute)imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract tern; t} recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper Milling or accounting practices or failure to comply with Contract terms; U) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide, as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s),the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanctions). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline, Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014 (July 15,2013) 34 Contractor of Department's decision, If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If fail repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards, or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety, The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or perforinance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§ 4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex, Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ.Prac. &Rem, Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of air event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terns of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terns Article. Termination does not however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional funds to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated finding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attaclunent immediately when,in tine sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient) 2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor, Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,ides,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to all official or employee of DSHS or HHSC for tine purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation fionn DSHS to participate in developing,drafting or preparing tine specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex, Gov, Code§ 2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§ 2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; S) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under-any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient) 2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards; or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perfonn services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is tenminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void,any amount paid is subject to repayment. Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment) on its own terms,Contractor shall cease services under this Contract or Program Attachment;and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary,to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attaclunent termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal) or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar clays after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terns of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient)2014 (July 15,2013) 39 Section 18,05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001398-00 ,Fy, This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Governmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is$83,173.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09101/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: TB/PC-STATE Tuberculosis Prevention and Control-State 7. Statement of Work: A. PROVISION OF SERVICES: Contractor shall develop and provide basic services and associated activities for tuberculosis (TB) prevention and control, and expanded outreach services to individuals of identified special populations (as directed by DSHS)who have TB and/or who are at high risk of developing TB. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. Contractor shall provide these services in compliance with the following: • DSHS' most current version of the Standards of Performance for the Prevention and Control of Tuberculosis, available at http:/Iwww.dshs.state.tx.us/IDCU/disease/tb/publications/SOP-2008-final.doc; • DSHS Standards for'Public Health Clinic Services, Revised August 31, 2004 available at http:// www.dshs.state.tx.us/qmb/dshsstndrds4cfinicservs.pdf, • DSHS' TB Policy and Procedures Manual, available at http://www.dshs.state.tx.us/idcu/disease/tb/publications/; • American Thoracic Society (ATS) and Centers for Disease Control and Prevention (CDC)joint statements on diagnosis, treatment and control of TB available at http://www.cdc.gov/mmwr/preview/mmwrhtmi/rr52l l a1.htm; • Diagnostic Standards and Classification of Tuberculosis in Adults and Children, (American Journal of Respiratory and Critical Care Medicine, Vol. 161, pp. 1376-1395, 2000) at http://ajrcem.atsjournals.orgtcgilcontent/full/l 61/4/1376; • Treatment of Tuberculosis, (ATS/CDC/IDSA), 2003 available at http://www.cdc.gov/mmwr/preview/mmwrhtm[/rr5211 al.htm; • Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol.49, No. RR-6, 2000 at http://www.cdc.govlmmwrlpreviewlmmwrhtmi/rr4906al.htm; • Updated: Adverse Event Data and Revised American Thoracic Society/CDC Recommendations Against the.Use of Rifampin and Pyrazinamide for Treatment of Latent Tuberculosis Infection-- United States, 2003, MMWR 52 (No. 31) at http:l/www.eclipsconsult.com/eclips/article/Pulmonary%20Disease/S8756-3452(08)70243-3; • Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 at http://www.cdc.gov/mmwr/preview/mmwrhtmi/rr5412a1.htm; • Guidelines for the Prevention and Treatment of Opportunistic Infections Among HIV-Exposed and HIV-Infected Children at http://www.cdc.gov/mmwr/pdf/rr/rr58eO826.pdf, • Guidelines for Prevention and Treatment of Opportunistic Infections in HIV-Infected Adults and Adolescents at http://www.cdc.gov/mmwr/pdf/rr/rr58e324.pdf; and • Updated Guidelines on Managing Drug Interactions in the Treatment of HIV-Related Tuberculosis at http://www.cdc.gov/tblpublications/guidelines/TB_HIV Drugs/default.htm. Contractor shall comply with all applicable federal and state regulations and statues, including, but not limited to, the following: • Texas Tuberculosis Code, Health and Safety Code, Chapter 13, subchapter B; • Communicable Disease Prevention and Control Act, Health and Safety Code, Chapter 81; • Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities, Health and Safety Code, Chapter 89; • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of Communicable Diseases; and • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H, Tuberculosis Screening for Jails and Other Correctional Facilities. All references to TB cases or suspected TB cases refer to active TB disease unless otherwise stated. All references to latent TB infection (LTBI) refer to the condition where infection has occurred but there has not been progression to active TB disease. Contractor shall monitor and manage its usage of anti-tuberculosis medications and testing supplies furnished by DSHS in accordance with first-expiring-first-out (FEFO) principles of inventory control to minimize waste for those products with expiration dates. On a monthly basis, the Contractor shall perform a count of its inventory of anti-tuberculosis medications and tuberculosis testing supplies furnished by DSHS and reconcile the quantities by product and lot number found by this direct count with the quantities by product and lot number listed in the electronic inventory management system furnished by DSHS. All these tasks shall be performed by the Contractor using the database and procedures designated by DSHS. Contractor shall perform all activities under this Program Attachment in accordance with Contractor's final, approved work plan (attached as Exhibit A), and detailed budget as approved by DSHS. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and the final approved work plan, and must update its implementation documentation within forty-eight (48) hours of making approved changes so that staffs working on activities under this contract are made aware of the change(s). Use of Funds: Contractor will be subject to adjustments in award amounts based on changes to the number of clients served, utilization of funds, or other factors, as directed by DSHS. Contractor shall provide a match of no less than 20% of the total budget reflected in the Program Attachment. Contractor shall provide match at the required percentage or DSHS may withhold payments use administrative offsets, or request a refund from Contractor until such time as the required match ratio is met. No federal or other grant funds can be used as part of meeting the match requirement. Contractor shall not use DSHS funds or matching funds (including in-kind contributions)for: 1.Food; 2.Incentives; 3.Entertainment; or 4.Sectarian worship, instruction, or prose lytization. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS Program will monitor Contractor's expenditures on a quarterly basis. If expenditures are below those projected in Contractor's total Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Program Attachment term. Vacant positions existing after ninety(90) days may result in a decrease in funds. B. REPORTING: Due to the inherent time to complete treatment for tuberculosis disease and latent tuberculosis infection in relation to the period of the Program Attachment, required reporting under this Program Attachment will show results for work performed under previous Program Attachments. Contractor shall provide a complete and accurate annual narrative report covering the period from January to December 2013 (inclusive), in the format provided by DSHS, demonstrating compliance with the requirements of the program attachments in place during that time period. The report shall include, but is not limited to, a detailed analysis of performance related to the performance measures listed in the applicable Program Attachments. The narrative report is due February 14, 2014, and shall be sent to the Department of State Health Services, Tuberculosis Services Branch, Mail Code 1873, 4110 Guadalupe, PO Box 149347, Austin, Texas 78714-9347 via regular mail, or by fax to (512)371-4675, or e-mail to TBContractReporting @dshs.state.tx.us. See Programmatic Reporting Requirements sectino for required reports. Contractor shall maintain the documentation used to calculate performance measures as required by the General Provisions Article VIII 'Records Retention"and by the Texas Administrative Code Title 22, Part 9 Chapter 165, §165.1 regarding the retention of medical records. Contractor shall send all initial reports of confirmed and suspected TB cases to DSHS within seven (7) working days of identification or notification. Updates to initial DSHS Report of Cases and Patient Services Form (TB-400) (e.g., diagnosis, medication changes, x-rays, and bacteriology)and case closures shall be sent within thirty(30)calendar days from when a change in information in a required reporting field occurs to DSHS at 4110 Guadalupe, Mail Code 1873, PO Box 149347,Austin, Texas 78714-9347. Contractor shall send an initial report of contacts on all Class 3 TB cases and smear-positive Class 5 TB suspects within thirty (30) days of identification using DSHS Report of Contacts Form (TB-340 and TB-341). New follow-up information (not included in the initial report) related to the evaluation and treatment of contacts shall be sent to DSHS on the TB-340 and TB-341 at intervals of ninety (90) days, 120 days, and two (2)years after the day Contractor became aware of the TB case. Electronic reporting to DSHS for Class 3 TB cases, smear positive Class 5 TB suspects, and their contacts may become available during the term of this Program Attachment. Contractor may avail itself of this option if it adheres to all the electronic reporting requirements (including system requirements) provided at that time. Contractor will determine and report annually the number of persons which receive at least one (1) TB service including but not limited to tuberculin skin tests, chest radiographs, health care worker services, or treatment with one or more anti-tuberculosis medications. Contractor shall evaluate and monitor Class B immigrants and when needed place them on appropriate prophylaxis for successful completion of treatment. Immigrant notifications shall be obtained through the Electronic Disease Notification (EDN)system. The TB Follow-up Worksheet in EDN shall be completed for all immigrants whose notification was obtained through EDN. Contractor shall evaluate refugees and other at-risk clients referred by the Refugee Health Program for further clinical evaluation and when needed place those refugees on appropriate prophylaxis and monitor them for successful completion of treatment. The TB Worksheet in EDN shall be completed on refugees and other at-risk clients who are reported through EDN. PERFORMANCE MEASURES: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Contract, without waiving the enforceability of any of the other terms of the Contract or any other method of determining compliance: 1. Cases, and suspected cases, of TB under treatment by Contractor shall be placed on timely and appropriate Directly Observed Therapy(DOT). If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 2. Newly diagnosed TB cases that are eligible*to complete treatment within 12 months shall complete therapy within 365 days or less; Exclude TB cases 1) diagnosed at death, 2)who die during therapy, 3)who are resistant to Rifampin, 4) who have meningeal disease, and/or 5)who are younger than 15 years with either miliary disease or a positive blood culture for TB. If data indicates a compliance rate for this Performance Measure of less than 85%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 3. TB cases with initial cultures positive for Mycobacterium tuberculosis complex shall be tested for drug susceptibility and have those results documented in their medical record. If data indicates a compliance rate for this Performance Measure of less than 97.4%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 4. Newly-reported cases of TB with Acid-fast Bacillis (AFB) positive sputum culture results will have documented conversion to sputum culture-negative within 60 days of initiation of treatment. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may (at its sole discretion) require additional measures be taken by contractor to improve the percentage, on a timeline set by DSHS; 5. Newly-reported TB cases shall have an HIV test performed (unless they are known HIV- positive, or if the patient refuses)and shall have positive or negative HIV test results reported to DSHS according to the reporting schedule provided in Section 1, B herein. If fewer than 80% of newly reported TB cases have a result of an HIV test reported, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 6. Newly-reported suspected cases of TB disease shall be started in timely manner on the recommended initial 4-drug regimen. If fewer than 93.2% of newly-reported TB cases are started on an initial 4-drug regimen in accordance with this requirement, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; -7. Newly-reported TB patients with a positive AFB sputum-smear result shall have at least three contacts identified as part of the contact investigation that must be pursued for each case. If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 8. Newly-identified contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive TB case shall be evaluated for TB infection and disease. If data indicates a compliance rate for this Performance Measure of less than 81.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 9. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case and that are newly diagnosed with latent TB infection (LTBI) shall be started on timely and appropriate treatment. If data indicates a compliance rate for this Performance Measure of less than 65%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 10. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case that are newly diagnosed with LTBI and that were started on treatment shall complete treatment for LTBI as described in Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, and according to the timelines given therein. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 1.1. Newly-reported TB patients that are older than 12-years-old and that have a pleural or respiratory site of disease shall have sputum AFB-culture results reported to DSHS according to the timelines for reporting initial and updated results given herein. If data indicates a compliance rate for this Performance Measure of less than 89.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; and 12. All reporting to DSHS shall be completed as described in Section I, B-Reporting and submitted by the deadlines given. If Contractor fails to meet any of the performance measures, Contractor shall furnish in the narrative report, due February 14, 2014, a written explanation including a plan (with schedule) to meet those measures. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:l/www.dshs.state.tx.us/cmps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. B. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencylinterlocal GST-2012-Solicitation-00061 FY14 TB State 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08131/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: STATE 14. DUNS Number: 069457786 15. Proarammatic Renortina Reauirements: Report Name Frequency Period Begin Period End Due Date Annual Report Annually January 1, 2013 December 31, February 14, 2013 2014 16. Special Provisions General Provisions, Article III. Funding, Section 3.06 Nonsupplanting, is revised to include the following: Funding from this Contract shall not be used to supplant (i.e., used in place of funds dedicated, appropriated or expended for activities funded through this Contract) state or local funds, but Contractor shall use such funds to increase state or local funds currently available for a particular activity. Contractor shall maintain local funding at a sufficient rate to support the local program. If the total cost of the project is greater than DSHS' share set out in SECTION VII. BUDGET, Contractor shall supply funds for the remaining costs in order to accomplish the objectives set forth in this Contract. All revenues directly generated by this Contract or earned as a result of this Contract during the term of this Contract are considered program income; including income generated through Medicaid billings for TB related clinic services. Contractor may use the program income to further the scope of work detailed in this Contract, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions,Article XIII. General Terms, Section 13.15 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001398-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA)Certification e. Exhibits Exhibit A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance witli Requirements of Solicitation Document. .....................................................5 Section 1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws find Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLEII SERVICES..................................................................................................................I....................1.19 Section 2.01 Education to Persons in Residential Facilities. .........................................................................9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2,03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section 2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. ..............................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLE III FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ....................................................................................................10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplauting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS..........................................................................11 Section4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 Final Billing Submission. ..........................................................................................................II Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V 'TERIIZS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Program-Specific Audit. .....................................................................14 Section6,03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY.................................................................................................................14 Section 7.01 Maintenance of Confidentiality. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Information..................................15 General Provisions(Core Subrecipient) 2014 (July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-Identifying Information.............................................................................15 Section 7.04 Security of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model Workplace Guidelines. ...............................................................................15 ARTICLEVIII RECORDS RETENTION...........................................................................................................IS Section 8.01 Retention. ...................................................................................................................................15 ARTICLE IX ACCESS AND INSPECTION.........................................................................................................16 Section 9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. ............................................................................ . ................................17 Section 10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section 10.05 Innsohvenncy. ..................................................................................................................................17 Section 10.06 Misuse of Fluids and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and Disciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section 11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section 11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section 12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ..........................................................................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Bnny Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section 12.15 Independent Contractor. ...........................................................................................................24 Section12.16 Authority to Bind. ......................................................................................................................24 Section 12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient)2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core1Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .........................................................................26 Section12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Property. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. .............................................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXHI GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Propertyj.. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section13.08 Legal Notice. ...............................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................................................30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Co ractor's Request for Revision of Certain Contract Provisions. .....................................30 Section13.18 Immunity Not waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indemnification. .......................................................................................31 Section 13.20 waiverr. ......................................................,....................,..........................................,...............,.31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT'............................................................................135 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedi.. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ............................................................ . ..................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension\without Cause..........................................................36 Section16.05 Termination For Cause. ............................................................................................................36 General Provisions(Core Subrecipient)2014(July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (CorelSubrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLEXVIII CLOSEOUT...............................................................................................................................39 Section 18.41 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Pa`ntent of Refunds. .................................................................................................................39 Section18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,rules,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the terms of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachnnent(s),Contractor shall comply with the requirements,eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if airy, (including any revised or additional terns agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document, The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and,if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 AppIicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable,federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Giant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://ivww.dslis.state.tx.us/contracts/litiks.slitiii. Contractor also shall comply with all applicable federal and state assurances contained in UGMS, Part Ill, State Uniform Administrative Requirements for Grants and Cooperative Agreements §_.14. If applicable, Contractor shall comply with tine Federal awarding agency's Common Rule,and the U.S.Health and Human Services Grants Policy Statement,both of which may be General Provisions (Core Subrecipicnt) 2014(July 15,2013) 5 located through web links on the DSHS website at littp://Nvww.dshs.state.tx.tis/contracts/links.stitni, For contracts funded by block grants,Contractor shall comply with Tex. Gov. Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies. To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin, limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC§§2000d et seq.;2)Title IX of the Education Amendments of 1972120 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC §§6101-6107; 6) Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)US.Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab.Code Chapter 21; 10)Food Stamp Act of 1977(7 USC §200 et seq.; 11) Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title V111 of the Civil Rights Act of 1968,42 USC§§ 3601 et seq.,relating to nondiscrimination in housing; and 15) DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC§ 1324a,and Immigration Act of 1990, 8 USC 1101 ct seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§ 289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§201 et seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 et seq.,as applicable,concerning minimum.wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Lab. Code Chapters 401-406 and 28 Tex.Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC § 263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations oil Blood Borne Pathogens,29 CFA § 1910.1030,or Title 25 Tex. Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC§§2131 et sett.,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed. Reg.4247),"Protection and Enhancement of Environnicntal Quality;"2) General Provisions(Core Subrecipient) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC§1251 et seq.;7)Protection of underground sources of drinking water tinder the Safe Drinking Water Act of 1974,42 USC§§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968 (16 USC §§ 1271 et seq.)related to protecting certain rivers system;and 11)Lead-Based Paint Poisoning Prevention Act (42 USC §§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; in) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900,Subpart F); n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470),Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-I ct seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No.A-133,"Audits of States,Local Governments,and Non-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); s) Executive Order,Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) Tire following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harrnless and Indemnification, Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety; delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions (Core Subrecipient) 2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however,shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status,Section 3.01; 8) Application of Payment Due,Section 3.02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) Tile following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3) the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the Iowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex.Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract, c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance finder this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)438-4313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice a lrhse.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,permit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses, certifications,permits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July 15,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding.If funds become unavailable through lack of appropriations,.budget cuts, transfer of funds between programs or health and Duman services agencies, amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE 11 SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Department-licensed and/or-funded residential facilities and who are tiventy-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29.012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorism events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs;health surveillance;medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status;food,drug, and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fain. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32,federal law supersedes state law. Section 2.04 Telentedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatty that the services are implemented in accordance with-%vritten procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; 1r) quality oversight and monitoring of satisfaction of the individuals served;and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex. Health&Safety Code§ 12.032, DSHS Rule§191 covering Nees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2.07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE HI FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code§403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes tinder Texas law(Tex. Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in kill. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds, Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient) 2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Section 3.05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attaclnnent and/or earned only as a result of a Program Attachment during the term of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with the Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at lrttp://rvrvw.dshs.state.tx.us/contracts/cfpni.shtm and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry foi ward to any succeeding terra. Contractor shall refixnd program income not expended in the term in which it is earned to DSHS. DSHS may base fixture funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use fiends from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather-shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity, Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attacbment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attachrnent(s)and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attaclrnrent(s)and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s)or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60)calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. if necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-ease basis,subject to the availability of funding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance, If allowed under this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's Financial Procedures Manual located at http://www.dshs.state.tx,us/contracts/cfpcn.shtm. Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall (a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which case the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov. Code Chapter 2251). Contractor shall comply with Tex.Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance,and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor has not refunded to Department,or if financial status report(s)required by the Department are not submitted by the date(s) due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refunds,contract settlements,audit recoveries,and interest earned oil such funds before requesting cash payments including any advance payments from Department. General Provisions (Core Subrecipient)2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Frill. Except as permitted in the Fees for Personal Health Services section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444.413, Contractor shall accept reimbursement or payment from DSHS as payment in Rill for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily performed, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable tern to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the fiends to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due date(s). DSHS may take repayment(rccoup)from funds available under this Contract in amounts nccessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Prince les Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110 (2 (2 CFA,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-1 t0 (2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency common rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrecipient) 2014(July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at littp://Nvww.dslis,state.tx.us/contracts/links.slitEn. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Speeifie Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded,Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat.2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS,State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS, as applicable,for their program-specific audits.The HHSC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Form. If Contractor fails to complete the Single Audit Status Form within thirty(30)calendar days after notification by 010 to do so,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at littt�:/lwww.dshs.state.tx.us/contracts/links.slrtm. Contractor shall procure audit services in with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O. Box 149347 Compliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliatce with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor trust maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations, including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CPR Parts 160 and 164(Health Insurance Portability and Accountability Act [HIPAAI);Tex.Health&Safety Code Chapters 12,47,81, 82,85, 88,92, 161, 181,241,245,251,534,576,577,596,611,and 773; and Tex. Occ. Code Chapters 56 and 159 and all applicable mules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whore the PHI relates,for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 Cl~R§ 164.504(e)(3)(i)(B),Tex. Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code § 614.017(a)(2)relating to special needs offenders,to an agency described in Tex. Health&Safety Code§ 614.017(e)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CPR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon tennination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No, 090,021,and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS, in accordance with the Tex. Health& Safety Code § 85.112-114. A link to the Model Workplace Guidelines can be found at littp://www.dslis.state.tx,tis/liivstd/policy/policies.shtiii. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum, Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract, If services are funded through Medicaid, the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex, Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information, Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions(Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates,whichever is sooner. Contractor shall provide,and update as necessary,the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO),unrestricted access to and the might to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business flours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with tire SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract fiends disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or, if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Cormpliance Article of these General Provisions. General Provisions(Core Subrecipicnt)2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD);Family Planning(Titles V,X and XX);Primary Health Care;Maternal and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fam. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www.dslrs.state.tx.us/chiIdabusereporting. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two(72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages,if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity;the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity,it shall disclose this information within three(3)working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3)working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3)working days of such action by Contractor's governing body. Section 10.06 Misuse of Fluids and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall snake such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Care Subrecipient) 2014 (July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those fiends. Contractor shall make this report to the SAO at littp://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at httl2://NvNvw.oig,lilis.gov/fraud/liotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirrns that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,air employee or volunteer of Contractor,or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felonry sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor-shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with am investigation regarding,any applicable law,rule,regulation or standard to the Department,another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has air ownership or controlling interest in Contractor or who is air agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid, or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 1$ g) neither it,nor its principals have within the tlrrce(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against theirs for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery, falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a govermnental entity(federal,state or local)with the commission of any of the offenses enumerated in subsection g) of this section; and i) neither it,nor its principals within a threc(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article, without modification (except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment, Section 11,02 Child Support Delinquencies. As required by Tex.Fain. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner,shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable,Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment maybe withheld if this certification is inaccurate. Section 1 1.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or I-IHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a)Pursuant to Tex. Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements,statenient(s)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions (Core Subrecipient)2014 (July 15,2013) 19 requirements or state►nent(s)of work for this Contract or in the Solicitation Document on which this Contract is based; (b)pursuant to Tex. Gov. Code§§2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005;(c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 11.06 Antitrust. Pursuant to 15 USC§ 1,et seq. and Tex.Bus. &Comm. Code§ 15.01,ct sect. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Section 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations, Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contr'actor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body,officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual,and any of its subsequent amendments,which is available at the Department's web site: Irttp://w-,vw.dshs.state.tx.us/contracts/cfp►n.shtm. Contractor shall maintain an appropriate contract administration system to ensure that all terms,conditions,and specifications are rnct during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that meet or exceed the General Provisions(Core Subrecipient)2014 (July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to the general ledger;and e) effective internal and budgetary controls;comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs;timely and appropriate audits and resolution of any findings;billing and collection policies;and a mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen,damaged or destroyed,Contractor shall notify tine contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS, Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s) authorizing payment of such funds. The fidelity bond or insurance must provide for indemnification of losses occasioned by(1) any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,tine DSHS Contract Oversight and Support Section before settling a claim oil the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS,Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible persons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act; for-profit corporations organized under the'Texas Business Corporations Act; and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions: 1)with the prior written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests, laboratory procedures,or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed;or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health, fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to rmailto:coscayLbdshs.state.tx.us no later than the 600'calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. if Contractor's plan is the same as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at http://www.dslis.state.tx.tis/contracts/cfprn.slit►m. Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor-and its subcontractors are prohibited from publicizing the contractual relationship between] Contractor and DSHS,and from using the Department's name, logo or lvebsite link in any mariner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBS). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBs in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex.Admin. Code§ 20.10 ct seq. Contractors may obtain a list of HUBs at l]ttp://www.window.state.tx.us/procurement/pro hub, If Contractor has filed a HUB subcontracting plan,tine plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective tinder this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity,if there was any such activity,in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§ 2155.4441. Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000, Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plat]. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,ales,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; V-) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Program Attachment(s) or that cover a term within the beginning and ending dates of the applicable Program Attachment(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor-shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded frorn or ineligible for participation in federal assistance programs;or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Ternis Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent oil any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. Contractor shall include in all its contracts with Subrecipient subcontractors and solicitations for Subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor), (1)the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3)a provision granting to DSHS, SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions.Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attaclmient(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or any of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its teens. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name; contact information;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business; legal standing;or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12.19 Quality=Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 )equipment. Equipment means an article of nonexpendable, tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Forrn GC-11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment roust be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above. Tangible personal property includes controlled assets, including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000; desktop and laptop computers(including notebooks, tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-1 1 as detailed under Section 12.23. General Provisions(Core Subrecipient)2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to be purchased with fiords under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate;or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XHI and submit an annual cumulative report of the equipment and other property on Form GC-I 1 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,no later than October 150'of each year. The report is Iocated oil the DSHS website at htt)://%vww,dshs,state,tx,us/contracts/fo►ius.slitm. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness.If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract,Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property,equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor, for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real properly. Any costs related to the initial acquisition of the buildings or real property are not allowable. Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)"Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS. If,prior to the end of the useful life,any item of equipment is no longer needed to perform seii ices under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000,Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contractor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12.28 Closeout of Equipment. At the end of the tern of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department fluids and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Prograrn Attachment and must be disposed of according to the Department's disposition instructions,which may include retuni of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign, or sell its interest,in whole or in part, in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of tine Department. Section 13.02 Lobbying. Contractor shall comply with Tex. Gov. Code§556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress,an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC § 1352 and UGMS). If at any time this Contact exceeds$100,000 of federal fiords,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whom Contractor has all agreement. Contractor shall file the declaration,certification,and disclosure at tine time of application for this Contract;upon execution of this Contract unless Contactor previously filed a declaration,certification, or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or- disclosure previously filed. Contactor shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager assigned to the Program Attachment. Contactor shall also comply,as applicable,with tine lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24;2 CFR§215.27 (A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13,03 Conflict of Interest. Contractor represents to tine Department that it and its -subcontractors,if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other- General Provisions(Core Subreeipient) 2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC,their commissioners or employees,or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10)days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within tern(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13,04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name,address and telephone number of the related party,how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of tine other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ. No. A-110,2 CFR§ 215.42,and UGMS. Section 13.05 Intellectual Property. Tex.Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. a) "Intellectual property" means created property that maybe protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"Nvork made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as maybe appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and tine State of Texas,as well as any person designated by DSHS and the State of Texas, a]I assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract, c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use,for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and, if feasible, on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use, for DSHS,public health,and state governmental noncommercial purposes(1) tine copyright,trademark,service mark,and/or patent on an invention, discovery,or improvement to any process,machine,manufacture,or composition of matter;products; technology; scientific information; trade secrets;and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant; and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship behveen Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URILs, software licenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that tine language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or pennitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. Tire Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by tine contract documents,and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that (a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature would be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13.14 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex, Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment; and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; C) cumulative budget transfers that exceed 25%among direct cost categories,other than.the equipment category, of cost reimbursement contract Program Attachments of less than$100,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten(I0)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014 (July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of$100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting an item of equipment equivalent to an item of equipment on the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). hi order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify therm from any and all liability,suits,claims,losses,damages and judginents;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.24 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13,21 Electronic and Information Resources Accessibility and Security Standards. As required by I Tex.Admin.Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Infortimation Resources specified in 1 Tex.Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance under this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or other electronic and information resources comply with the EIR Standards. Contractor further certifies that any network hardware or software purchased or provided under this Contract has undergone independent General Provisions (Core Subrecipient)2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with mules adopted by Department of Infonnation Resources. Section 13.22 Force Majeur•e. Neither Party will be liable for any failure or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,tear,court order,or acts of God. Tire existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj cure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the terra of the Contract or Program Attachrnent(s),as applicable,under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachrnent,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment;and(2)DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information oil]row DSHS will fund the goods or services to be procured during the Interim Contact term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH Or CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to,the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; t) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient)2014(July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System() PLS). Section 14.02 General Remedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the teens of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inform Contractor of the termination no less than thirty(30)calendar days before the effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter-2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension,pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses.Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; e) deny additional or future contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service,3)expend funds appropriately and at a rate that will make hill use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; I) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of a working capital advance,if applicable,or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains fiends billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014(July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 0 request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list,and barred from participating in fixture contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; l) require Contractor to obtain technical or managerial assistance; in) establish additional prior approvals for expenditure of funds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from perfonning under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; r) withhold any payments to Contractor to satisfy any recoupment, liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terns; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other remedies,sanctions or penalties permitted by statute. Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s)are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review under a federal or state statute, regulation,rule, or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient)2014(July 15,2013) 34 Contractor of Department's decision. If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If fail repayment is not received within the time limit stated in the demand letter,and if recoupinent is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor carder this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect oil the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures; or b) Contractor is expending funds inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules §§4.11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS, Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov, Code Chapter 2260, subchapter C, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 15.04 Condition Precedent to Suit. Compliance with the contested case process provided in Tex. Gov, Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex.Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor,in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of termination: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terms section of the General Terms Article. Termination does not,however,constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's (1) withdrawal of funds awarded on the basis of Contractor's underestimate of the unobligated balance in a prior period; (2)withdrawal of the turobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional fiends to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion;or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the Other Party,except that if Contractor seeks to terminate a Contract or Program Attaelument that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and Truman services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension.Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions (Core Subrecipient)2014(July 15,2013) 36 giving at'least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statements)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code§ 2155.004;or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(3 0)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization, arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30) calendar days;or 10) Contractor consents to the appointment of a receiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract, A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until,in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally,if this Contract is found to be void, any amount paid is subject to repayment. Section 17,03 Appeals Rights. Pursuant to Tex. Gov. Code§2105,302,alter receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terns, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attacbment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed afer termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18,03 Deadline for Closeout. Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds,corrections,or other transactions. General Provisions(Core Sulrrecipient)2014(July 15,2013) 40 DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2014-001384-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Nueces County Public Health District (Contractor), a , (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2.Total Amount: The total amount of this Contract is$31,321.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 09/01/2013 and ends on 08/3112014. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract,whichever is later. 5.Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: TB/PC-FED Tuberculosis Prevention and Control-Federal 7. Statement of Work: Contractor shall develop and provide: (1) basic services and associated activities for tuberculosis (TB) prevention and control; and (2)expanded outreach services to individuals of identified special populations who have TB and/or who are at high risk of developing TB. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area"of this contract. Contractor shall provide the services outlined above in compliance with the following: • DSHS Standards of Performance for the Prevention and Control of Tuberculosis, available at http://www.dshs.state.tx.us/IDCU/disease/tb/publications/SOP-2008-final.doc; • DSHS Standards for Public Health Clinic Services, available at http://www.dshs.state.tx.uslgmb ldshsstndrds4clinicservs.pdf; • DSHS TB Policy and Procedures Manual, available at http:/Iwww.dshs.state.tx.us/idcu/disease/tb/publications/; •American Thoracic Society (ATS)and Centers for Disease Control and Prevention (CDC)joint statements on diagnosis, treatment and control of TB available at http://www.cdc.govlmmwrlpreview/mmwrhtmlfrr5211 al.htm; • Diagnostic Standards and Classification of Tuberculosis in Adults and Children, (American Journal of Respiratory and Critical Care Medicine, Vol. 161, pp. 1376-1395, 2000) http://ajrccm.atsjournals.org/cgi/reprint/161/4/1376; • Treatment of Tuberculosis, (ATSICDC/IDSA), 2003 available at http:/Iwww.cdc.gov/tb/pubs/mmwr/Maj_guide/default.htm; • Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, available at http://www.cdc.govlmmwr/PDF/rr/rr4906.pdf; • Updated: Adverse Event Data and Revised American Thoracic Society/CDC Recommendations Against the Use of Rifampin and Pyrazinamide for Treatment of Latent Tuberculosis Infection—United States, 2003, MMWR 52 (No. 31) http://www.cdc.govlmmwrlpreview/mmwrhtmilmm523la4.htm; • Controlling Tuberculosis in the United States, MMWR, Vol. 54, No. RR-12, 2005 http://www.cdc.gov/mmwrlpreview/mmwrhtml/rr5412al.htm; • Guidelines for the Prevention and Treatment of Opportunistic Infections Among HIV-Exposed and HIV-Infected Children at http://www.cdc.gov/mmwr/pdf/rr/rr58e0826.pdf; • Guidelines for Prevention and Treatment of Opportunistic Infections in HIV-Infected Adults and Adolescents at http://www.cdo.govlmmwr/pdf/rrlrr58e324.pdf; and Updated Guidelines on Managing Drug Interactions in the Treatment of HIV-Related Tuberculosis at http://www.cdc.govltb/publications/guidelines/TB_H[V_Drugs/default.htm. Contractor shall comply with all applicable federal and state regulations and statutes, including, but not limited to, the following: • Texas Tuberculosis Code, Health and Safety Code, Chapter 13, Subchapter B; • Communicable Disease Prevention and Control Act, Texas Health and Safety Code, Chapter 81; • Screening and Treatment for Tuberculosis in Jails and Other Correctional Facilities, Health and Safety Code, Chapter 89; • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter A, Control of Communicable Diseases; and • Texas Administrative Code TAC, Title 25, Part 1, Chapter 97, Subchapter H, Tuberculosis Screening for Jails and Other Correctional Facilities. Contractor shall perform all activities under this Renewal Program Attachment in accordance with Contractor's final, approved work plan (attached as Exhibit A), and detailed budget as approved by DSHS. Contractor must receive written approval from DSHS before varying from applicable policies, procedures, protocols, and the final approved work plan, and must update its implementation documentation within forty-eight (48) hours of making approved changes so that staff working on activities under this contract knows of the change(s). DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractors expenditures on a quarterly basis. If expenditures are below what is projected in Contractor's total Renewal Program Attachment amount, Contractor's budget may be subject to a decrease for the remainder of the Contract term. Vacant positions existing after ninety (90) days may result in a decrease in funds. Use of Funds: Contractor will be subject to adjustments in award amounts based on changes to the number of clients served, utilization of funds, or other factors. Contractor shall provide a match of no less than 20% of the DSHS share of the total budget reflected in the Program Attachment. Contractor shall provide match at the required percentage or DSHS may hold payment vouchers, use administrative offsets, or request a refund from Contractor until such time as the required match ratio is met. No federal or other grant funds can be used as match. Contractor shall not use DSHS funds or matching funds (including in-kind contributions)for: 1. Food; 2. Incentives; 3. Entertainment; or 4. Sectarian worship, instruction, or prose lytization. Due to the inherent time to complete treatment for tuberculosis disease and latent tuberculosis infection in relation to the period of this Renewal Program Attachment, required reporting under this Renewal Program Attachment will show results for work performed under previous Renewal Program Attachments. Contractor shall provide a complete and accurate annual narrative report, covering the period from January to December 2013 (inclusive), in the format provided by DSHS, demonstrating compliance with the requirements of this Renewal Program Attachments in place during that time period. That report shall include, but is not limited to, a detailed analysis of performance related to the performance measures listed below. The narrative report is due by February 14, 2014. A progress report of activities in January to May 2014 shall also be submitted in a format provided by DSHS. The Progress Report is due on July 15, 2014. These reports shall be sent to the Department of State Health Services, Tuberculosis Services Branch, Mail Code 1939, PO Box 149347, Austin, Texas 78714-9347 via regular mail, or by fax to (512) 533-3167, and sent by e-mail to TBContractReporfing @dshs.state.tx.us. See Programmatic Reporting Requirements section for required reports. Contractor shall maintain the documentation used to calculate performance measures as required by the General Provisions Article Vill `Records Retention"and by the Texas Administrative Code Title 22, Part 9 Chapter 165, §165.1 regarding the retention of medical records. Contractor shall send all initial reports of confirmed and suspected TB cases to DSHS within seven (7) working days of identification or notification. Updates to initial DSHS Report of Cases and Patient Services Forms (TB-400) (e.g., diagnosis, medication changes, x-rays, and bacteriology)and case closures shall be sent within thirty(30) days of when a change in information in a required reporting field occurs to DSHS at PO Box 149347, Mail Code 1939, Austin, Texas 78714-9347. Contractor shall send an initial report to DSHS of contacts on all Class 3 TB cases and smear-positive Class 5 TB suspects within thirty(30) days of identification using DSHS' Report of Contacts Form (TB-340 and TB-341). New follow-up information (not included in the initial report) related to the evaluation and treatment of contacts shall be sent to DSHS on the TB-340 and TB-341 at intervals of ninety(90) days, 120 days, and two(2)years after the day the Contractor became aware of the TB case. Electronic reporting to DSHS for Class 3 TB cases, smear positive Class 5 TB suspects, and their contacts may become available during the terra of this Renewal Program Attachment. Once notified of this option by DSHS, Contractor may avail itself of this option if it adheres to all the electronic reporting requirements(including system requirements) provided at that time. Contractor will determine and report annually the number of persons which receive at least one (1)TB service, including but not limited to: tuberculin skin tests, chest radiographs, health care worker services, or treatment with one or more anti-tuberculosis medications. Contractor shall monitor and manage its usage of anti-tuberculosis medications and testing supplies furnished by DSHS in accordance with first-expiring-first-out (FEFO) principles of inventory control to minimize waste for those products with expiration dates. On a monthly basis, the Contractor shall perform a count of its inventory of anti-tuberculosis medications and tuberculosis testing supplies furnished by DSHS and reconcile the quantities by product and lot number found by the direct count with the quantifies by product and lot number listed in the electronic inventory management system furnished by DSHS. All these tasks shall be performed by the Contractor using the designated database and the designated procedures. Contractor shall evaluate and monitor Class B immigrants and when needed place them on appropriate prophylaxis for successful completion of treatment. Immigrant notifications shall be obtained through the Electronic Disease Notification (EDN) system. The TB Follow-up Worksheet in EDN shall be completed for all immigrants whose notification was obtained through EDN. Contractor shall evaluate refugees and other at-risk clients referred by the Refugee Health Program for further clinical evaluation and when needed place those refugees on appropriate prophylaxis and monitor them for successful completion of treatment. The TB Worksheet in EDN shall be completed on refugees and other at-risk clients who are reported through EDN. Performance Measures: The following performance measures will be used to assess, in part, Contractor's effectiveness in providing the services described in this Renewal Program Attachment,without waiving the enforceability of any of the other terms of the contract or any other method of determining compliance: 1. Cases, and suspected cases, of TB under treatment by Contractor shall be placed on timely and appropriate Direct Observed Therapy (DOT). If data indicates a compliance rate for this Performance Measure of less than 90%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 2. Newly diagnosed TB cases that are eligible*to complete treatment within 12 monthsshall complete therapy within 365 days or less; Exclude TB cases 1) diagnosed at death, 2)who die during therapy, 3)who are resistant to Rifampin, 4) who have meningeal disease, and/or 5)who are youngerthan 15 years with either miliary disease or a positive blood culture for TB. If data indicates a compliance rate for this Performance Measure of less than 85%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 3. TB cases with initial cultures positive for Mycobacterium tuberculosis complex shall be tested for drug susceptibility and have those results documented in their medical record. If data indicates a compliance rate for this Performance Measure of less than 97.4%, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 4. Newly-reported cases of TB with Acid-fast Bacillis (AFB) positive sputum culture results will have documented conversion to sputum culture-negative within 60 days of initiation of treatment. If data indicates a compliance rate for this Performance Measure of less than 45% then DSHS may (at its sole discretion) require additional measures be taken by contractor to improve the percentage, on a timeline set by DSHS; 5. Newly-reported TB cases shall have an HIV test performed (unless they are known HIV- positive, or if the patient refuses) and shall have positive or negative HIV test results reported to DSHS according to the schedule provided herein. If fewer than 80% of newly reported TB cases have a result of an HIV test reported, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 6. Newly-reported suspected cases of TB disease shall be started in timely manner on the recommended initial 4-drug regimen. If fewer than 93.2% of newly-reported TB cases are started on an initial 4-drug regimen in accordance with this requirement, then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 7. Newly-reported TB patients with a positive AFB sputum-smear result shall have at least three contacts identified as part of the contact investigation that must be pursued for each case. If data indicates a compliance rate for this Performance Measure of less than 90%,then DSHS may(at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 8. Newly-identified contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive TB case shall be evaluated for TB infection and disease. If data indicates a compliance rate for this Performance Measure of less than 81.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 9. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case and that are newly diagnosed with latent TB infection (LTBI)shall be started on timely and appropriate treatment. If data indicates a compliance rate for this Performance Measure of less than 65%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 10. Contacts, identified through the contact investigation, that are associated with a sputum AFB smear-positive case that are newly diagnosed with LTBI and that were started on treatment shall complete treatment for LTBI as described in Targeted Tuberculin Testing and Treatment of Latent TB Infection (LTBI), Morbidity and Mortality Weekly Report, Vol. 49, No. RR-6, 2000, and according to the timelines given therein. If data indicates a compliance rate for this Performance Measure of less than 45%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS; 11. Newly-reported TB patients that are older than 12-years-old and that have a pleural or respiratory site of disease shall have sputum AFB-culture results reported to DSHS according to the timelines for reporting initial and updated results given herein. If data indicates a compliance rate for this Performance Measure of less than 89.5%, then DSHS may (at its sole discretion) require additional measures be taken by Contractor to improve that percentage, on a timeline set by DSHS, and 12. All reporting to DSHS shall be completed as described herein under Section I above and submitted by the deadlines given. If Contractor fails to meet any of the performance measures, Contractor shall furnish in the narrative report, due February 14, 2014, a written explanation including a plan (with schedule)to meet those measures. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. BILLING INSTRUCTIONS: Contractor shall request payment electronically through the Contract Management and Procurement System (CMPS)with acceptable supporting documentation for reimbursement of the required services/deliverables. Billing will be performed according to CMPS instructions found at the following link http:/Iwww.dshs.state.tx.us/emps/. For assistance with CMPS, please email CMPS @dshs.state.tx.us or call 1-855-312-8474. 8. Service Area Nueces County This section intentionally left blank. 10. Procurement method: Non-Competitive Interagencylinterlocal GST-2012-Solicitation-00064 FY14 TB/FED 11. Renewals: Number of Renewals Remaining: 0 Date Renewals Expire: 08/31/2014 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.116, 93.116 14. DUNS Number: 078495025 15. Proarammatic Renortina Requirements: Report Name Frequency Period Begin Period End Due Date Narrative Reprt Triannuaf January 1, 2013 December 31, February 14, 2013 2014 16. Special Provisions General Provisions,ARTICLE II SERVICES, Section 2.02 Disaster Services, is revised to include the following: In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately 5% of staffs time supporting this Program Attachment for response efforts. DSHS shall reimburse Contractor up to 5% of this Program Attachment funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Contractor shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre-event time period. Contractor shall notify the Assigned Contract Manager in writing when this provision is implemented. General Provisions,Article III. FUNDING, Section 3.06, Nonsupplanting, is revised to include the following: Funding from this Renewal Program Attachment shall not be used to supplant(i.e., used in place of funds dedicated, appropriated or expended for activities funded through this Renewal Program Attachment) state or local funds, but Contractor shall use such funds to increase state or local funds currently available for a particular activity. Contractor shall maintain local funding at a sufficient rate to support the local program. If the total cost of the project is greater than DSHS' set funding, Contractor shall supply funds for the remaining costs in order to accomplish the objectives set forth in this Program Attachment. All revenues directly generated by this Renewal Program Attachment or earned as a result of this Renewal Program Attachment during the term of this Renewal Program Attachment are considered program income, including income generated through Medicaid billings for TB related clinic services. Contractor shall use this program income to further the scope of work detailed in this Renewal Program Attachment, and must keep documentation to demonstrate such to DSHS's satisfaction. This program income may not be used to take the place of existing local, state, or federal program funds. General Provisions,ARTICLE IV. PAYMENT METHODS AND RESTRICTIONS, Section 4.02 Billing Submission, is amended to include the following: Contractor shall submit requests for reimbursement or payment, or revisions to previous reimbursement request(s), no later than January 31, 2014 for costs incurred between the services dates of September 1, 2013 and December 31, 2013. General Provisions, ARTICLE IV. PAYMENT METHODS AND RESTRICTIONS, Section 4.05 Financial Status Reports, is amended to include the following: Contactor shall submit FSRs to Accounts Payable by the last business day of the month following the end of each term reported. The FSR period will be reported as follows: Quarter One shall include September 1, 2013 through December 31, 2013. Quarter two shall include January 1, 2014 through March 31, 2014. Quarter three shall include April 1, 2014 through June 30, 2014. Quarter four shall include July 1, 2014 through August 31, 2014. Contractor shall submit the final FSR no later than sixty (60) calendar days following the end of the applicable term. General Provisions, Article XIII. General Terms, Section 13.15 Amendment, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90)days prior to the end of the term of this Program Attachment. 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2014-001384-00 b. General Provisions Subrecipient General Provisions c. Attachments Budgets d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act(FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: Nueces County Vendor Identification Number: 17460005857 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, including any attachments and addendums. Department of State Health Services Nueces County Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 787-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipieut) ARTICLE I COMPLIANCE AND REPORTING...............................................................................................5 Section 1.01 Compliance with Statutes and Rules. .........................................................................................5 Section 1.02 Compliance with Requirements of Solicitation Document. ......................................................5 Section 1.03 Reporting. .....................................................................................................................................5 Section 1.04 Client Financial Eligibility. .........................................................................................................5 Section 1.05 Applicable Contracts Law and Venue for Disputes. .................................................................5 Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. .............................................5 Section 1.07 Statutes and Standards of General Applicability. ....................................................................6 Section 1.08 Applicability of General Provisions to Interagency and Iuterlocal Contracts.........................7 Section 1.09 Civil Rights Policies and Complaints. ........................................................................................8 Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. .............................................8 Section 1.11 Funding Obligation. ....................................................................................................................9 ARTICLE11 SERVICES..................................................................................................................................I.......9 Section 2.01 Education to Persons in Residential Facilities. ..........................:....................................I.........9 Section 2.02 Disaster Services. .........................................................................................................................9 Section 2.03 Consent to Medical Care of a Minor. .........................................................................................9 Section 2.04 Telemedicine Medical Services. ..................................................................................................9 Section2.05 Fees for Personal Health Services..............................................................................................10 Section 2.06 Cost Effective Purchasing of Medications. .......:......................................................................10 Section 2.07 Services and Information for Persons with Limited English Proficiency...............................10 ARTICLEIII FUNDING.........................................................................................................................................10 Section 3.01 Debt to State and Corporate Status. ........................................................................................10 Section 3.02 Application of Payment Due. ...............................................................................................:....10 Section3.03 Use of Funds. ..............................................................................................................................10 Section 3.04 Use for Match Prohibited. .........................................................................................................11 Section3.05 Program Income. .......................................................................................................................11 Section 3.06 Nonsupplanting. .........................................................................................................................11 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS....................................................I........I............it Section4.01 Payment Methods. .....................................................................................................................11 Section 4.02 Billing Submission. ....................................................................................................................11 Section 4.03 final Billing Submission. ..........................................................................................................11 Section 4.04 Working Capital Advance. .......................................................................................................12 Section4.05 Third Party Payors. ...................................................................................................................12 ARTICLE V TERMS AND CONDITIONS OF PAYMENT..............................................................................12 Section 5.01 Prompt Payment. .......................................................................................................................12 Section5.02 Withholding Payments. .............................................................................................................12 Section 5.03 Condition Precedent to Requesting Payment. .........................................................................12 Section 5.04 Acceptance as Payment in Full. ................................................................................................13 ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS...........................................................13 Section 6.01 Allowable Costs. .........................................................................................................................13 Section 6.02 Independent Single or Progrann-Specific Audit. .....................................................................14 Section6.03 Submission of Audit. ................................................................................................................14 ARTICLE VII CONFIDENTIALITY........................................................... .....................................................14 Section 7.01 Maintenance of Confidentialityy. ...............................................................................................14 Section 7.02 Department Access to PHI and Other Confidential Inforination..................................15 General Provisions(Core Subrecipient) 2014(July 15,2013) 1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 7.03 Exchange of Client-IdentifNjug Info•mation.............................................................................15 Section 7.04 Securio,of Patient or Client Records. .....................................................................................15 Section 7.05 HIV/AIDS Model workplace Guidelines. ...............................................................................15 ARTICLE VIII RECORDS RETENTION...........................................................................................................15 Section 8.01 Retention. ...................................................................................................................................15 ARTICLE 1X ACCESS AND INSPECTION.........................................................................................................16 Section9.01 Access. .........................................................................................................................................16 Section 9.02 State Auditor's Office. ...............................................................................................................16 Section 9.03 Responding to Deficiencies. ......................................................................................................16 ARTICLE X NOTICE REQUIREMENTS..........................................................................................................17 Section 10.01 Child Abuse Reporting Requirement. .....................................................................................17 Section 10.02 Significant Incidents. .................................................................................................................17 Section 10.03 Litigation. ........................................................:..........................................................................17 Section 10.04 Action Against the Contractor. ................................................................................................17 Section10.05 Insolvenncy. ..................................................................................................................................17 Section 10.06 Misuse of Funds and Performance Malfeasance. ....................................................................17 Section 10.07 Criminal Activity and DIsciplinary Action. .............................................................................18 Section 10.08 Retaliation Prohibited. ..............................................................................................................18 Section 10.09 Documentation. ..........................................................................................................................18 ARTICLE XI ASSURANCES AND CERTIFICATIONS....................................................................................18 Section 11.01 Certification. ..............................................................................................................................18 Section 11.02 Child Support Delinquencies. ...................................................................................................19 Section11.03 Authorization. ............................................................................................................................19 Section 11.04 Gifts and Benefits Prohibited. in connection with this Contract............................................19 Section 11.05 Ineligibility to Receive the Contract. ..............:........................................................................19 Section 11.06 Antitrust. ....................................................................................................................................20 Section 11.07 Initiation and Completion of Work. .........................................................................................20 ARTICLE X11 GENERAL BUSINESS OPERATIONS OF CONTRACTOR................................................20 Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. .20 Section 12.02 Management and Control Systems. .........................................................................................20 Section12.03 Insurance. ...................................................................................................................................21 Section 12.04 Fidelity Bond. .............................................................................................................................21 Section12.05 Liability Coverage. ....................................................................................................................21 Section 12.06 Overtime Compensation. ....................................................:.....................................................21 Section 12.07 Program Site. .............................................................................................................................22 Section12.08 Cost Allocation Plan. .................................................................................................................22 Section 12.09 No Endorsement..........................................................................................................................22 Section 12.10 Historically Underutilized Businesses(HUBs)..........................................................................22 Section12.11 Buy Texas. ..................................................................................................................................22 Section 12.12 Contracts with Subrecipient and Vendor Subcontractors. ....................................................22 Section 12.13 Status of Subcontractors. ..........................................................................................................24 Section 12.14 Incorporation of Terms in Subrecipient Subcontracts. ..........................................................24 Section12.15 Independent Contractor. ...........................................................................................................24 Section 12.16 Authority to Bind. ......................................................................................................................24 Section12.17 Tax Liability. ..............................................................................................................................24 Section 12.18 Notice of Organizational Change. ............................................................................................24 Section 12.19 Quality Management. ................................................................................................................25 Section 12.20 Equipment(Including Controlled Assets). ..............................................................................25 Section 12.21 Supplies. ......................................................................................................................................25 General Provisions(Core Subrecipient) 2014(July 15,2013) 2 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core/Subrecipient) Section 12.22 Changes to Equipment List. .....................................................................................................26 Section 12.23 Property Inventory and Protection of Assets. .....„..................................................................26 Section 12.24 Bankruptcy. ................................................................................................................................26 Section 12.25 Title to Properh'. .......................................................................................................................26 Section 12.26 Property Acquisitions. ...............................................................................................................26 Section 12.27 Disposition of Property. ............................................................................................................26 Section 12.28 Closeout of Equipment. ................:............................................................................................27 Section 12.29 Assets as Collateral Prohibited. ................................................................................................27 ARTICLEXIII GENERAL TERMS....................................................................................................................27 Section 13.01 Assignment...................................................................................................................................27 Section13.02 Lobbying. ....................................................................................................................................27 Section 13.03 Conflict of Interest. ....................................................................................................................27 Section 13.04 Transactions Between Related Parties. ....................................................................................28 Section13.05 Intellectual Propertyi.. .................................................................................................................28 Section 13.06 Other Intangible Property. .......................................................................................................29 Section 13.07 Severability and Ambiguity. .....................................................................................................29 Section13.08 Legal Notice. ........ ...................................................................................................................29 Section 13.09 Successors. ..................................................................................................................................29 Section13.10 Headings. ....................................................................................................................................29 Section 13.11 Parties. ........................................................................................................................................29 Section 13.12 Survivability of Terms. ..............................................................................................................29 Section 13.13 Direct Operation. .......................................................................................................................30 Section 13.14 Customer Service Information. ................................................................. 30 Section 13.15 Amendment. ...............................................................................................................................30 Section 13.16 Contractor's Notification of Change to Certain Contract Provisions. ..................................30 Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. .....................................30 Section13.18 Inununity Not Waived. ..............................................................................................................31 Section 13.19 Hold Harmless and Indenniification. .......................................................................................31 Section 13.20 Waiver. ...................................................:...................................................................................31 Section 13.21 Electronic and Information Resources Accessibility and Security Standards. ...................31 Section 13.22 Force Majeure. ...........................................................................................................................32 Section 13.23 Interim Contracts. .....................................................................................................................32 Section 13.24 Cooperation and Communication. ...........................................................................................32 ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE........................32 Section 14.01 Actions Constituting Breach of Contract. ...............................................................................32 Section 14.02 General Remedies and Sanctions. ............................................................................................33 Section 14.03 Notice of Remedies or Sanctions. .............................................................................................34 Section 14.04 Emergency Action. ....................................................................................................................35 ARTICLE XV CLAIMS AGAINST THE DEPARTMENT.............................................................................35 Section 15.01 Breach of Contract Claim. ........................................................................................................35 Section15.02 Notice. .........................................................................................................................................35 Section 15.03 Sole Remedy. ..............................................................................................................................35 Section 15.04 Condition Precedent to Suit. .....................................................................................................35 Section 15.05 Performance Not Suspended. ...................................................................................................35 ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION...........................................................35 Section 16.01 Expiration of Contract or Program Attachment(s). ...............................................................36 Section 16.02 Effect of Termination. Contract. .............................................................................................36 Section 16.03 Acts Not Constituting Termination. .........................................................................................36 Section 16.04 Termination or Temporary Suspension without Cause..........................................................36 Section 16.05 Termination For Cause. ............................................................................................................36 General Provisions (Care Subrecipiennt)2014 (July 15,2013) 3 Fiscal Year 2014 Department of State Health Services Contract General Provisions (Core{Subrecipient) Section 16.06 Notice of Termination. ..............................................................................................................39 ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS..................................................39 Section17.01 Void Contracts. ..........................................................................................................................39 Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. ......................................39 Section 17.03 Appeals Rights. ..........................................................................................................................39 ARTICLE XVIII CLOSEOUT...............................................................................................................................39 Section 18.01 Cessation of Services At Closeout. ...........................................................................................39 Section 18.02 Administrative Offset. ...............................................................................................................39 Section 18.03 Deadline for Closeout. ...............................................................................................................39 Section 18.04 Payment of Refunds. .................................................................................................................39 Section 18.05 Disallowances and Adjustments. ..............................................................................................40 General Provisions(Core Subrecipient) 2014(July 15,2013) 4 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply,and shall require its subcontractor(s)to comply,with the requirements of the Department's rules of general applicability and other applicable state and federal statutes,regulations,tales,and executive orders,as such statutes,regulations, rules,and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code,Title 25 (Rules). To the extent this Contract imposes a higher standard,or additional requirements beyond those required by applicable statutes,regulations,rules or executive orders,the teens of this Contract will control. Contractor further agrees that,upon notification from DSHS,Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the tern of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s),Contractor shall comply with the requirements, eligibility conditions,assurances,certifications and program requirements of the Solicitation Document,if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract)for the duration of this Contract or any subsequent renewals. Tire Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and shall provide any other information requested by the Department in the format required by DSHS.Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s)or upon request constitutes a breach of contract,may result in delayed payment and/or the imposition of sanctions and remedies,and, if appropriate,emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria,financial assessment procedures and standards developed by the Department to determine client eligibility. Section 1.05 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation,performance,interpretation,and any issues that may arise in any dispute between the Parties,this Contract will be governed by,and construed in accordance with,the laws of the State of Texas. In the event of a dispute between the Parties,venue for any suit will be Travis County,Texas. Section 1.06 Applicable Laws and Regulations Regarding Funding Sources. Where applicable, federal statutes and regulations,including federal grant requirements applicable to funding sources,will apply to this Contract. Contractor agrees to comply with applicable laws,executive orders,regulations and policies,as well as Office of Management and Budget(OMB) Circulars(as codified in Title 2 of the Code of Federal Regulations),the Uniform Grant and Contract Management Act of 1981 (UGMA),Tex. Gov. Code Chapter 783,and Uniform Grant Management Standards(UGMS),as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts,Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at littp://wwvw.dshs.state.tx.us/contracts/Iiiiks.sh€tu. Contractor also shall comply with all applicable federal and state assurances contained in UGMS,Part IH, State Uniforn Administrative Requirements for Grants and Cooperative Agreements §—.14. If applicable,Contractor shall comply with the Federal awarding agency's Common Rule,and the U.S. Health and Human Services Grants Policy Statement,both of which may be General Provisions(Core Subrecipient) 2014(July 15,2013) 5 located through web links on the DSHS website at littp:/hvww.dslis.state.tx.us/contracts/links.shtm. For contracts funded by block grants,Contractor shall comply with Tex. Gov, Code Chapter 2105. Section 1.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes,rules,regulations,executive orders and policies, To the extent applicable to Contractor,Contractor shall comply with the following: a) the following statutes,rules,regulations,and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination, exclusion froze or limitation of participation in programs,benefits or activities or denial of any aid, care, service or other benefit on the basis of race,color,national origin,limited English proficiency,sex,sexual orientation(where applicable), disabilities,age,substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§2000d et seq.;2)Title IX of the Education Amendments of 1972,20 USC§§ 1681- 1683,and 1685-1686; 3) Section 504 of the Rehabilitation Act of 1973,29 USC§794(a);4)the Americans with Disabilities Act of 1990,42 USC§§ 12101 et seq.; 5)Age Discrimination Act of 1975,42 USC§§6101-6107;6)Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970,42 USC§290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8)U.S. Department of Labor,Equal Employment Opportunity E.O. 11246; 9)Tex. Lab. Code Chapter 21; 10)Food Stamp Act of 1977(7 USC§200 et seq.; 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 12)Drug Abuse Office and Treatment Act of 1972,21 USC§§ 1101 et seq.,relating to drug abuse; 13)Public Health Service Act of 1912,§§ 523 and 527,42 USC§290dd-2,and 42 CFR Part 2,relating to confidentiality of alcohol and drug abuse patient records; 14)Title VIII of the Civil Rights Act of 1968,42 USC§§3601 et seq.,relating to nondiscrimination in housing;and 15)DSHS Policy AA- 5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986,8 USC§ 1324a,and Immigration Act of 1990, 8 USC 1101 et seq.,regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; - c) Pro-Children Act of 1994,20 USC§§ 6081-6084,and the Pro-Children Act of 2001,20 USC§7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§289a-1 et seq.,and 6601 (PL 93-348 and PL 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-28,which limits the political activity of employees whose employment is finided with federal funds; f) Fair Labor Standards Act,29 USC§§201 ct seq.,and the Intergovernmental Personnel Act of 1970, 42 USC§§4701 ct seq.,as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex.Lab. Code Chapters 401-406 and 28 Tex. Admin. Code Part 2,regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC§263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex.Admin. Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§2131 et seq,,pertaining to the treatment of laboratory animals; 1) environmental standards pursuant to the following: 1)Institution of environmental duality control measures under the National Environmental Policy Act of 1969,42 USC§§4321-4347 and Executive Order 11514(35 Fed.Reg. 4247),"Protection and Enhancement of Environmental Quality;"2) General Provisions(Core Subrecipiettt) 2014(July 15,2013) 6 Notification of violating facilities pursuant to Executive Order 1173 8 (40 CFR Pail 32),"Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed.Reg, 26961;4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg.26951 and,if applicable,flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (PL 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC§§ 1451 et seq.; 6)Federal Water Pollution Control Act, 33 USC §1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f-300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9) Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC§§7401 et seq.; 10)Wild and Scenic Rivers Act of 1968(16 USC §§ 1271 et seq.)related to protecting certain rivers system;and 11) Lead-Based Paint Poisoning Prevention Act (42 USG§§4801 et seq.)prohibiting the use of lead-based paint in residential construction or rehabilitation; rn) Intergovernmental Personnel Act of 1970(42 USC§§4278-4763)regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration(5 CFR Part 900, Subpart F); n) Titles Il and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(PL 91-646),relating to fair treatment of poisons displaced or whose property is acquired as a result of Federal or federally-assisted programs; o) Davis-Bacon Act(40 USC§§276a to 276a-7),the Copeland Act(40 U.S.C. §276c and 18 USC § 874),and the Contract Work Hours and Safety Standards Act(40 USC§§ 327-333),regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, §106(16 USC §470), Executive Order 11593,and the Archaeological and Historic Preservation Act of 1974(16 USC§§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) financial and compliance audits in accordance with Single Audit Act Amendments of 1996 and OMB Circular No. A-133,"Audits of States,Local Goverrnnents, and Noll-Profit Organizations;" r) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC§7104); s) Executive Order, Federal Leadership on Reducing Text Messaging While Driving,October 1,2009,if required by a federal funding source of the Contract; and t) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement,additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.08 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government;and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification,Section 13.19; 2) Independent Contractor, Section 12.15 (delete the third sentence in its entirety;delete the word "employees"in the fourth sentence; the remainder of the section applies); 3) Insurance, Section 12.03; 4) Liability Coverage, Section 12.05; 5) Fidelity Bond, Section 12.04; General Provisions(Core Subrecipient)2014(July 15,2013) 7 6) Historically Underutilized Businesses,Section 12.10(Contractor,however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 7) Debt to State and Corporate Status, Section 3.01; 8) Application of Payment Due, Section 3,02;and 9) Article XV Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Tex. Gov. Code Chapter 771; 2) The Parties hereby certify that(1) the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government;and(3)the services,supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder;and 3) DSHS certifies that it has the authority to enter into this Contract granted in Tex. Health& Safety Code Chapter 1001,and Contractor certifies that it has specific statutory authority to enter into and perform this Contract. c) Tire following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Tex. Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests(pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.09 Civil Rights Policies and Complaints. Upon request,Contactor shall provide the Health and Human Services Commission(HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten(10)calendar days after Contractor's receipt of the claim. Notice must be directed to-- Civil Rights Office Health and Human Services Commission 701 W. 51st St.,Mail Code W206 Austin,Texas 78751 (888)388-6332 or(512)4384313 TTY Toll-free(877)432-7232 HHSCivilRightsOffice @hhsc.state.tx.us Section 1.10 Licenses,Certifications,Permits,Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses,certifications,permits,registrations and approvals to conduct its business and to perform the services tinder this Contract. Failure to obtain or any revocation,surrender,expiration, non-renewal,inactivation or suspension of any such license,certification,pernnit,registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees,staff and volunteers obtain and maintain in active status all licenses,certifications,pernnits,registrations and approvals required to perform their duties under this Contract General Provisions(Core Subrecipient) 2014(July i5,2013) 8 and shall prohibit any person who does not hold a current,active required license,certification,permit, registration or approval from performing services under this Contract. Section 1.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations,,budget cuts,transfer of funds between programs or health and human services agencies,amendment of the Appropriations Act,health and human services agency consolidation,or any other disruptions of current appropriated funding for this Contract,DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable,Contractor shall ensure that all persons,who are housed in Departinent-licensed and/or-funded residential facilities and who are twenty-two (22)years of age or younger,have access to educational services as required by Tex.Educ. Code§ 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. Educ. Code§ 29,012 not later than the third calendar day after the date a person who is twenty-two(22)years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local,state,or federal emergency,including natural,man- made,criminal,terrorist,and/or bioterrorisin events,declared as a state disaster by the Governor,or as a federal disaster by the appropriate federal official,Contractor may be called upon to assist DSHS in providing services,as appropriate,in the following areas:community evacuation;health and medical assistance; assessment of health and medical needs;health surveillance; medical care personnel;health and medical equipment and supplies;patient evacuation; in-hospital care and hospital facility status; food,drug,and medical device safety;worker health and safety;mental health and substance abuse;public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency,be cost-effective,and be least intrusive oil Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical,dental,psychological or surgical treatment to a minor under this Contract,either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex.Fam. Code Chapter 32,relating to consent to treatment of a child by a non-parent or child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam, Code Chapter 32,federal law supersedes state law. Section 2.04 Telenredicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicinc/tclepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department, Procedures for providing telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telernedicine use; c) qualified staff members to ensure the safety of the individual being served by telernedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; C) use by credentialed licensed providers providing clinical care within the scope of their licenses; General Provisions(Core Subrecipient) 2014(July 15,2013) 9 f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals sewed; and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telernedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule§448.911. Section 2.05 Fees for Personal Health Services. Contractor may develop a system and schedule of fees for personal health services in accordance with the provisions of Tex.Health&Safety Code§ 12.032, DSHS Rule§1.91 covering Pees for Personal Health Services,and other applicable laws or grant requirements. The amount of a fee must not exceed the actual cost of providing the services. No client may be denied a service due to inability to pay. Any charges assessed to individuals for screenings must be accounted for as Program Income in accordance with the DSHS Contractor's Financial Procedure Manual. Section 2.06 Cost Effective Purchasing of Medications. If medications are funded under this Contract, Contractor shall make needed medications available to clients at the lowest possible prices and use the most cost effective medications purchasing arrangement possible. Section 2,07 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information,both orally and in writing,in appropriate languages other than English,to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs,benefits,and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of eighteen(18)or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency,unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available, ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code §403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason,including a tax delinquency. Contractor,if a corporation,certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law(Tex.Tax Code§§ 171.001 et seq.). Contractor, if a corporation,further certifies that it is and will remain in good standing with the Secretary of State's office, A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term,all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor,including but not limited to delinquent taxes and child support that is owed to the State of Texas. Section 3.03 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. General Provisions(Core Subrecipient)2014(July 15,2013) 10 Section 3.04 Use for Match Prohibited, Contractor shall not use funds provided through this Contract for matching purposes in securing other finding unless directed or approved by the Department in writing. Section 3,05 Program Income. Gross income directly generated from Department funds through a project or activity performed under a Program Attachment and/or earned only as a result of a Program Attachment during the terra of the Program Attachment are considered program income. Unless otherwise required under the terms of the grant funding this Contract,Contractor shall use the addition alternative,as provided in UGMS §_.25(g)(2),for the use of program income to further the program objectives of the state or federal statute under-which the Program Attachment was made,and Contractor shall spend the program income on the same Program Attachment project in which it was generated. Contractor shall identify and report this income in accordance with tine Compliance and Reporting Article of these General Provisions,the Contractor's Financial Procedures Manual located at littp://Nvww.dslis.state,tx.us/contracts/cfpm,shtin and the provisions of the Program Attachment(s). Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. DSHS may base future funding levels,in part,upon Contractor's proficiency in identifying,billing,collecting,and reporting program income,and in using it for the purposes and under the conditions specified in this Contract. Section 3.06 Nonsupplanting. Contractor shall not supplant(i.e.,use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract)but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding,if any,resulted for reasons other than receipt or expected receipt of finding under this Contract. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s),the payment method for each Program Attachment will be one of the following methods: a) cost reimbursement. This payment method is based on an approved budget in the Program Attaclnnent(s)and acceptable submission of a request for reimbursement; or b) unit rate/fee-for-service, This payment method is based oil a fixed price or a specified rates)or fee(s) for delivery of a specified unit(s)of service,as stated in the Program Attachment(s) and acceptable submission of all required documentation,forms and/or reports. Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachinent(s)or permitted under the Third Party Payers section of this Article, Contractor shall submit requests for reimbursement or payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department,Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty(60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline,Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSI-IS's offices more than sixty(60) calendar days following the end of the applicable terra will not be paid. Consideration of requests for an exception will be made on a case-by-case basis,subject to the availability of finding,and only for an extenuating circumstance,such as a catastrophic event,natural disaster,or criminal activity that substantially General Provisions(Core Subrecipient) 2014(July 15,2013) 11 interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Working Capital Advance. If allowed raider this Contract,a single one-time working capital advance per term of the Program Attachment may be granted at the Department's discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor's financial Procedures Manual located at littn:HwwNv,dslis.state,tx.us/contracts/cftnn.slitin, Section 4.05 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of tine services provided. Third party payors include,but are not limited to,commercial health or liability insurance carriers,Medicaid,or other federal,state,local,and private funding sources. Except as provided in this Contract,Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from third party payors. Contractor shall(a)enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs,and bill those programs for the covered services; (b)provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs;(c)allow clients who are otherwise eligible for Department services,but cannot pay a deductible required by a third party payor,to receive services up to the amount of the deductible and to bill the Department for the deductible; (d)not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted,in which ease the thirty(30)-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely,undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments and reimbursements are contingent upon a signed Contract and will not exceed the total amount of authorized fiords under this Contract. Contractor is entitled to payment or reimbursement only if the service,work,and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met,Department will make payment in accordance with the Texas prompt payment law(Tex. Gov.Code Chapter 2251). Contractor shall comply with Tex. Gov. Code Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit or review by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset reimbursement for any ineligible expenditures,disallowed costs,or overpayments that Contractor-has not refunded to Department,or if financial status report(s)required by the Department are not submitted by tine date(s)due. Department may take repayment(recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Section 5.03 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates,refinnds,contract settlements,audit recoveries,and interest earned on such funds before requesting cash payments including any advance payments from Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 12 Section 5.04 Acceptance as Payment in Full. Except as permitted in the Fees for Personal Health Sctvices section of the Services Article of these General Provisions or under 25 Tex.Admin. Code§444,413, Contractor shall accept reimbursement or payment from DSHS as payment in full for services or goods provided to clients or participants,and Contractor shall not seek additional reimbursement or payment for services or goods from clients or participants or charge a fee or make a profit with respect to the Contract. A fee or profit is considered to be an amount in excess of actual allowable costs that are incurred in conducting an assistance program. ARTICLE VI ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 6.01 Allowable Costs. For services satisfactorily perforined, and sufficiently documented, pursuant to this Contract,DSHS will reimburse Contractor for allowable costs. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable teen to be eligible for reimbursement under this Contract. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. If DSHS has paid funds to Contractor for unallowable or ineligible costs,DSHS will notify Contractor in writing,and Contractor shall return the Rinds to DSHS within thirty(30)calendar days of the date of this written notice. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS,or if financial status report(s)required under the Financial Status Reports section are not submitted by the due . date(s). DSHS may take repayment (recoup)from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Applicable cost principles,audit requirements,and administrative requirements include- Applicable Entity Applicable Cost Audit Requirements Administrative Principles Requirements State,Local and Tribal OMB Circular A-87 OMB Circular UGMS, OMB Circular Governments (2 CFR,Part 225) A-133 and UGMS A-102,and applicable Federal awarding agency common rule Educational Institutions OMB Circular A-21 OMB Circular OMB Circular A-110(2 (2 CFR,Part 220) A-133 CFR,Part 215)and applicable Federal awarding agency common rule;and UGMS,as applicable Non-Profit OMB Circular OMB Circular UGMS; OMB Circular Organizations A-122(2 CFR,Part A-133 and UGMS A-110(2 CFR,Part 230) 215)and applicable Federal awarding agency common rule For-profit Organization 48 CFR Part 31, OMB Circular A- UGMS and applicable other-than a hospital and Contract Cost 133 and UGMS Federal awarding an organization named Principles agency COmrnorl rule in OMB Circular A-122 Procedures,or (2 CFR Part,230)as not uniform cost subject to that circular. accounting standards that comply with cost principles acceptable to the General Provisions(Core Subrccipient)2014 (July 15,2013) 13 federal or state awarding agency A chart of applicable Federal awarding agency common rules is located through a weblink oil the DSHS website at http://ivww.dshs.state.tx.us/contracts/Iiiiks.shtnr. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. Section 6.02 Independent Single or Program-Specific Audit. If Contractor within Contractor's fiscal year expends a total amount of at least$500,000 in federal funds awarded, Contractor shall have a single audit or program-specific audit in accordance with the Office of Management and Budget(OMB)Circ.No.A-133, the Single Audit Act of 1984,P L 98-502,98 Stat. 2327,and the Single Audit Act Amendments of 1996,P L 104-156, 110 Stat. 1396. The$500,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state fiends awarded,Contractor must have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in OMB Circular A-133 or UGMS,as applicable, for their program-specific audits.The H14SC Office of Inspector General(OIG)will notify Contractor to complete the Single Audit Status Registration Forin. If Contractor fails to complete the Single Audit Status Form within thirty(30) calendar days after notification by OIG to do so,Contractor shall be subject to DSHS sanctions and remedies for icon-compliance with this Contract.The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards,and UGMS,which is accessible through a web link on the DSHS website at httu://ivww.dslis.state.tx.us/contracts/litiks.shtm. Contractor shall procure audit services in compliance with this section,state procurement procedures,as well as with the provisions of UGMS. Contractor,unless Contractor is a state governmental entity,shall competitively re-procure independent single audit services at least every six(6)years. Section 6.03 Submission of Audit. Within thirty(30)calendar days of receipt of the audit reports required by the Independent Single or Program-Specific Audit section,Contractor shall submit one copy to the Department's Contract Oversight and Support Section,and one copy to the OIG,at the following addresses: Department of State Health Services Health and Human Services Commission Contract Oversight and Support,Mail Code 1326 Office of Inspector General P.O.Box 149347 Conrpliance/Audit,Mail Code 1326 Austin,Texas 78714-9347 P.O. Box 85200 Austin,Texas 78708-5200 If Contractor fails to submit the audit report as required by the Independent Single or Program-Specific Audit section within thirty(30)calendar days of receipt by Contractor of an audit report,Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. ARTICLE VII CONFIDENTIALITY Section 7.01 Malntenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract,including patient and client records that contain protected health information(PHI),and any other information that discloses confidential personal information or identifies any client served by DSHS,in accordance with applicable federal and state laws,rules and regulations,including but not limited to 7 CFR Part 246;42 CFR Part 2;45 General Provisions(Core Subrecipient) 2014 (July 15,2013) 14 CFR Parts 160 and 164(Health Insurance Portability and Accountability Act[HIPAA]);Tex. Health&Safety Code Chapters 12,47, 81,82, 85,88,92, 161, 181,241,245,251,534, 576,577,596,611,and 773; and Tex. Oce. Code Chapters 56 and 159 and all applicable rules and regulations. Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request,collect and receive PHI and other confidential information under this Contract,without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program,and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR§ 164.504(e)(3)(i)(B),Tex.Health&Safety Code§533.009 and Rule Chapter 414, Subchapter A or other applicable laws or rules. Contractor shall disclose information described in Tex. Health&Safety Code§ 614.017(x)(2)relating to special needs offenders,to an agency described in Tex. Health& Safety Code§ 614.017(c)upon request of that agency,unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall maintain patient and client records in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department,without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client,Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract,as applicable,or if care or treatment is transferred to another DSHS- funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care,services,or programs,Contractor shall implement Department's policies based on the HIV/AIDS(human immunodeficiency virus/acquired immunodeficiency syndrome)Model Workplace Guidelines for Businesses, State Agencies,and State Contractors,Policy No.090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions,including AIDS,in accordance with the Tex.Health& Safety Code § 85.112-114.A link to the Model Workplace Guidelines can be found at http://www.dslis.state.tx.us/Iiivstd/volicy/t)olicies.shtnr. ARTICLE VIII RECORDS RETENTION Section 8.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes,rules and regulations. At a minimum,Contractor shall retain and preserve all other records,including financial records that are generated or collected by Contractor under the provisions of this Contract,for a period of four(4)years after the termination of this Contract. If services are funded through Medicaid,the federal retention period,if more than four(4)years,will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22,Part 9, § 165.1(b)and(c)or other applicable statutes,rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations,it shall ensure that records relating to this Contract are securely General Provisions (Core Subrecipient) 2014(July 15,2013) 15 stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract tenninates,whichever is sooner. Contractor shall provide,and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE IX ACCESS AND INSPECTION Section 9.01 Access. In addition to any right of access arising by operation of law,Contractor,and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives,as well as duly authorized federal,state or local authorities,including the Comptroller General of the United States,OIG,and the State Auditor's Office(SAO),unrestricted access to and the right to examine any site where business is conducted or client services are performed,and all records (including financial records,client and patient records,if any,and Contractor's personnel records and governing body personnel records),books,papers or documents related to this Contract; and the right to interview members of Contractor's governing body,staff,volunteers,participants and clients concerning the Contract,Contractor's business and client services. If deemed necessary by the Department or the OIG,for the purpose of investigation or hearing,Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment,and all documentation that substantiates the billings. Payments will not foreclose the right of Department and HHSC to recover excessive or illegal payments, Contractor shall make available to the Department information collected,assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it receives under the Public Information Act. Contractor shall include this provision concerning the right of access to,and examination of,sites and information related to this Contract in any subcontract it awards. Section 9.02 State Auditor's Office. Contractor shall,upon request,make all records,books,papers, documents,or recordings related to this Contract available for inspection,audit,or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of finds under this Contract acts as acceptance of the authority of the SAO,or any successor agency,to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested,and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors,and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 9.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site(s)will be conveyed in writing to Contractor. Contractor shall submit,by the date prescribed by DSHS,a resolution to the deficiency identified in a site inspection,program or management review or financial audit to the satisfaction of DSHS or,if directed by DSHS,a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 16 ARTICLE X NOTICE REQUIREMENTS Section 10.01 Child Abuse Reporting Requirement. This section applies to mental Health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases(HIV/STD);Family Planning(Titles V,X and XX);Primary Hcalth Care;Matenial and Child Health;and Women,Infants and Children(WIC)Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. rain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimtun the Department's Child Abuse Screening, Documenting,and Reporting Policy for Contractors/Providers and train all staff oil reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form as required by the Department located at www,dshs.state.tx.us/clrildabusereportin2. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 10.02 Significant Incidents, In addition to notifying the appropriate authorities,Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation,or affecting or potentially affecting the health,safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 10.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven(7)calendar days of becoming aware of such a proceeding. This includes,but is not limited to an action,suit or proceeding before any court or governmental body,including environmental and civil rights matters,professional liability, and employee litigation. Notification must include the names of the parties,nature of the litigation and remedy sought,including amount of damages, if any. Section 10.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within three(3)working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the contract;and the contract or case reference number. If Contractor,as an organization,has surrendered its license or has had its license suspended or revoked by any local,state or federal department or agency or non-profit entity, it shall disclose this information within three(3)working days of the surrender,suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local,state or federal department or agency or entity; the date of the license action;and a license or case reference number. Section 10.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity,or outstanding unpaid obligations to the Internal Revenue Service(IRS)or Texas Workforce Commission(TWC)within three(3) working days of the date of determination that Contractor is insolvent or incapacitated,or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor-shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three(3) working days of such action by Contractor's governing body. Section 10.06 Misuse of Funds and Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment,any knowledge of debarment,suspected fraud,program abuse, possible illegal expenditures,unlawful activity,or violation of financial laws,rules,policies,and procedures related to performance under this Contract. Contractor shall make such report no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. General Provisions(Core Subrecipient) 2014(July 15,2013) 17 Additionally,if this Contract is federally funded by the Department of Health and Human Services(HHS), Contractor shall report any credible evidence that a principal,employee,subcontractor or agent of Contractor, or any other person,has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud,conflict of interest,bribery,gratuity,or similar misconduct involving those funds. Contractor shall make this report to the SAO at httu://sao.fraud.state.tx.us,and to the HHS Office of Inspector General at http://iNxv%v.oi .lets. ogv/frau(l/hotliiie/no later than three(3)working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 10.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision,received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter,federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor,or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization,an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority,or has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three(3)working days from the date that Contractor-has knowledge or reason to believe such activity has taken place. Contractor shall not permit any person who engaged,or was alleged to have engaged,in an activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 10.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of,or cooperates with an investigation regarding,any applicable law,rule,regulation or standard to the Department, another state agency,or any federal,state or local law enforcement official. Section 10.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. ARTICLE XI ASSURANCES AND CERTIFICATIONS Section 11.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CPR§376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals,are presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-1),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; General Provisions(Core Subrecipient) 2014(July 15,2013) 18 g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against thetas for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain, or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes(including those proscribing price-fixing between competitors,allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records,making false statements or false claims,tax evasion, obstruction of justice,receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; 11) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal,state or local)terminated for cause or default. Contractor shall include the certifications in this Article,without modification(except as required to make applicable to the subcontractor),in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract,Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 11.02 Child Support Delinquencies. As required by Tex. Fam. Code§231.006,a child support obligor who is more than thirty(30)calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor,partner}shareholder,or owner with an ownership interest of at least twenty-five percent(25%)is not eligible to receive payments from state funds under a contract to provide property,materials,or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract,certifies that it is not ineligible to receive the payments specified in this Contract,and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 11.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution,motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract,and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 11.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given,offered to give,nor intends to give at any time hereafter,any economic opportunity,present or fixture employment,gift,loan, gratuity,special discount,trip, favor,service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 11.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code§2155.004 and federal law,Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation frorn DSHS to participate in developing,drafting or preparing the specifications, requirements,statements)of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor,nor its employees,nor anyone acting for Contractor has received compensation from DSHS for participation in the development,drafting or preparation of specifications, General Provisions(Core Subrecipient) 2014(July 15,2013) 19 requirements or statement(s)of work for this Contract or in the Solicitation Document on which this Contract is based;(b)pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053,Contractor is ineligible to receive this Contract,if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law,or been assessed a federal civil or administrative penalty,in connection with a contract awarded by the federal government for relief,recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24,2005; (c)Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract tinder Tex, Gov. Code§§2155.004,2155.006 or 2261.053,and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 1 1.06 Antitrust. Pursuant to 15 USC § 1,et seq. and Tex.Bus. &Comm. Code§ 15.01,et seq. Contractor certifies that neither Contractor,nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws,nor communicated directly or indirectly regarding a bid with any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. Scction 11.07 Initiation and Completion of Work. Contractor certifies that it shall initiate and complete the work under this Contract within the applicable time frame prescribed in this Contract. ARTICLE XII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 12.01 Responsibilities and Restrictions Concerning Governing Body,Officers and Employees. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations,including Section 501(c)(3) organizations as defined in the Internal Revenue Service Code as not-for-profit organizations. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules,policies,procedures,and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and Department's monitoring processes. Further,Contractor's governing body shall ensure separation of powers,duties,and functions of governing body members and staff. Staff members,including the executive director,shall not serve as voting members of Contractor's governing body. No member of Contractor's governing body,or officer or employee of Contractor shall vote for,confirm or act to influence the employment,compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity(as defined in Tex. Gov. Code Chapter 573)to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two(2)years prior to the election,appointment or employment of the officer,employee,or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Ignorance of any Contract provisions or other requirements contained or referred to in this Contract will not constitute a defense or basis for waiving or appealing such provisions or requirements. Section 12.02 Management and Control Systems. Contractor shall comply with all the requirements of the Department's Contractor's Financial Procedures Manual, and any of its subsequent amendments,which is available at the Department's web site: ]ittV://www.dstis.state,tx.us/coiitracts/cf piii.slitin. Contractor shall maintain an appropriate contract administration system to ensure that all tenns,conditions,and specifications are met during the term of the contract through the completion of the closeout procedures. Contractor shall develop,implement,and maintain financial management and control systems that nneet or exceed the General Provisions(Core Subrecipient) 2014(July 15,2013) 20 requirements of UGMS and adhere to procedures detailed in Department's Contractor's Financial Procedures Manual. Those requirements and procedures include,at a minimum,the following: a) financial planning,including the development of budgets that adequately reflect all functions and resources necessary to cagy out authorized activities and tite adequate determination of costs; b) financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to the Program Attachment and are traceable from the transaction to tine general ledger;and c) effective internal and budgetary controls; comparison of actual costs to budget;determination of reasonableness,allowableness,and allocability of costs; timely and appropriate audits and resolution of any findings;billing and collection policies; and a mechanists capable of billing and staking reasonable efforts to collect from clients and third parties. Section 12.03 Insurance. Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost,stolen,damaged or destroyed. If any insured equipment purchased with DSHS funds is lost,stolen, damaged or destroyed,Contractor shall notify the contract manager assigned to the Program Attachment to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit tine insurance proceeds to DSHS. Section 12.04 Fidelity Bond. For the benefit of DSHS,Contractor is required to catty a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to$100,000 that covers each employee of Contractor handling funds under this Contract,including person(s)authorizing payment of such funds. Tile fidelity bond or insurance must provide for indemnification of losses occasioned by(1)any fraudulent or dishonest act or acts committed by any of Contractor's employees,either individually or in concert with others,and/or(2)failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. Tile bond or insurance acquired under this section must include coverage for third party property. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 12.05 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage,referred to in Tex. Gov. Code§2261.102,as"director and officer liability coverage"or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization(collectively"responsible pet-sons"). Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. This section applies to entities that are organized as non-profit corporations under the Texas Non-Profit Corporation Act;for-profit corporations organized under the Texas Business Corporations Act;and any other legal entity. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify,and obtain prior approval from,the DSHS Contract Oversight and Support Section before settling a claim on the insurance. Section 12.06 Overtime Compensation. Except as provided in this section,Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to all individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion General Provisions(Core Subrecipient) 2014(July 15,2013) 21 of overtime only under the following conditions. 1)with the prior-written approval of DSHS;2)temporarily, in the case of an emergency or an occasional operational bottleneck;3)when employees are performing indirect functions,such as administration,maintenance,or accounting;4)in performance of tests,laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or 5)when lower overall cost to DSHS will result. Section 12.07 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local,state and federal zoning,building,health,fire,and safety standards. Section 12.08 Cost Allocation Plan. Contractor shall submit a Cost Allocation Plan in the format provided in the Department's Contractor's Financial Procedures Manual to the Department's Contract Oversight and Support Section,at Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,or by email to mai lto:coseap(�rD,dshs.state.tx.us no later than the 60"'calendar day aver the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. Contractor shall implement and follow the applicable Cost Allocation Plan. If Contractor's plan is the saute as the plan previously submitted to DSHS,by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. If the Cost Allocation Plan changes during the Contract term,Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within thirty(30)calendar days after the effective date of the change. Cost Allocation Plans must comply with the guidelines provided in the Department's Contractor's Financial Procedures Manual located at f_ittp://www.dslis.state,tx.us/contracts/cfpin.shti Section 12.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS,and from using the Department's name, logo or website link in any manner that is intended,or that could be perceived,as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program,services or product,without the express written consent of DSHS. Section 12.10 Historically Underutilized Businesses(HUBs).If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment,Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex,Admin. Code§ 20.10 et seq. Contractors may obtain a list of HUB$at httl)://wlyw.wiiidow.state.tx.us/procui-eiiicilt/l)roglhtib. If Contractor has filed a HUB subcontracting plan,the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval from the Department's HUB Coordinator of the revised plan before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each montli for the prior month's activity,if there was any such activity, in accordance with 34 Tex.Admin. Code§20.16(b). Section 12.11 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code§2155.4441. Section 12.12 Contracts with Subr•ecipient and Vendor Subcontractors. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in a specific Program Attachment(s). Prior to entering into a subrecipient agreement equaling or exceeding$100,000,Contractor shall obtain written approval from DSHS. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. Contractor shall ensure that General Provisions(Core Subrecipient) 2014(July 15,2013) 22 subcontractors are fully aware of the requirements placed upon them by state/federal statutes,rules,and regulations and by the provisions of this Contract. Contracts with all subcontractors,whether vendor or subrecipient,must be in writing and include the following: a) name and address of all parties and the subcontractor's Vendor Identification Number(VIN) or Employee Identification Number(EIN); b) a detailed description of the services to be provided; c) measurable method and rate of payment and total not-to-exceed amount of the contract; d) clearly defined and executable termination clause;and e) beginning and ending dates that coincide with the dates of the applicable Prograun Attachnrent(s) or that cover a term within the beginning and ending dates of the applicable Program Attachrnent(s). Contractor is responsible to DSHS for the performance of any subcontractor. Contractor shall not contract with a subcontractor,at any tier,that is debarred,suspended,or excluded from or ineligible for participation in federal assistance programs; or if the subcontractor would be ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract section(Assurances and Certifications Article); or the Conflict of Interest or Transactions Between Related Parties sections(General Terms Article). General Provisions(Core Subrecipient) 2014(July 15,2013) 23 Section 12.13 Status of Subcontractors. Contractor shall require all subcontractors to certify that they are not delinquent on any repayment agreements;have not had a required license or certification revoked; and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three(3)years any license issued by the Department. Section 12.14 Incorporation of Terms In Subrecipient Subcontracts. Contractor shall include in all its contracts with Subrecipient subcontractors and solicitations for subrecipient subcontracts,without modification (except as required to make applicable to the subcontractor),(1) the certifications stated in the Assurances and Certifications Article;(2)the requirements in the Conflicts of Interest section and the Transaction Between Related Parties section of the General Terms Article; and(3) a provision granting to DSHS,SAO, OIG,and the Comptroller General of the United States,and any of their representatives, the right of access to inspect the work and the premises on which any work is performed,and the right to audit the subcontractor in accordance with the Access and Inspection Article in these General Provisions. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachrnent(s)applicable to the subcontract. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions,provisions,requirements,duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor.No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. If a subcontractor is unable to certify to any of the statements in Section 12.13 or ally of the certifications stated in the Assurances and Certifications Article,Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If the subcontractor's status with respect to the items certified in Section 12.13 or the assurances stated in the Assurances and Certifications Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 12.15 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees,subcontractors,joint venture participants or agents. Contractor is not ail agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees,subcontractor's,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 12.16 Authority to Bind. The person or persons signing this Contract on behalf of Contractor,or representing themselves as signing this Contract on behalf of Contractor,warrant and guarantee that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 12.17 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has failed to remain current on a liability to the IRS, this Contract will be.subject to remedies and sanctions under this Contract,including immediate termination at the Department's discretion. If the Contract is terminated under this section,the Department will not enter into a contract with Contractor for three(3)years from the date of termination. Section 12.18 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten(10)business days of any change to the Contractor's name;contact infonnation;key personnel,officer,director or partner;organizational structure,such as merger, acquisition or change in form of business;legal standing; or authority to do business in Texas.A change in Contractor's name and certain changes in organizational structure require air amendment to this Contract in accordance with the Amendments section of these General Provisions. General Provisions(Core Subrecipient) 2014(July 15,2013) 24 Section 12,19 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 12.20 Equipment. Equipment means an article of nonexpendable,tangible personal property having a useful lifetime of more than one year and an acquisition cost of$5,000 or more. Contractors shall inventory all equipment,and report the inventory on the Contractors Property Inventory Form or Form GC--11 as required under Section 12.23Contractor shall initiate the purchase of all equipment approved in writing by DSHS,in the first quarter of the Contract or Program Attachment term,as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter of the Program Attachment must be submitted to the contract manager assigned to the Program Attachment. Section 12.21 Supplies. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies,drugs,janitorial supplies,office supplies,patient educational supplies,software,and any items of tangible personal property other than those defined as equipment above, Tangible personal property includes controlled assets,including firearms,regardless of the acquisition cost, and the following assets with an acquisition cost of$500 or more,but less than$5,000: desktop and laptop computers(including notebooks,tablets and similar devices),non-portable printers and copiers,emergency management equipment,communication devices and systems,medical and laboratory equipment,and media equipment are also considered Supplies. Prior approval by DSHS of the purchase of controlled assets is not required,but such purchases must be reported on the Contractors Property Inventory Form or Form GC-11 as detailed sander Section 12.23. General Provisions(Core Subrecipient) 2014(July 15,2013) 25 Section 12.22 Changes to Equipment List. All items of equipment to bepurchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. Any changes to the approved equipment list in the executed Contract must be approved in writing by Department prior to the purchase of equipment. Contractor shall submit to the contract manager assigned to the Program Attachment,a written description including complete product specifications and need justification prior to purchasing any item of unapproved equipment. If approved,Department will acknowledge its approval by means of a written amendment or by written acceptance of Contractor's Contract Revision Request,as appropriate; or,in the case of minor changes to Contractor's approved equipment list,by email in accordance with the Contractor's Financial Procedures Manual. Section 12.23 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment,supplies defined as controlled assets,and property described in the Other Intangible Property section of Article XIII and submit an annual cumulative report of the equipment and other property on Form GC-1 1 (Contractor's Property Inventory Report)to the Department's Contract Oversight and Support Section, Mail Code 1326,P.O.Box 149347,Austin,Texas 78714-9347,no later than October 15'x'of each year. The report is located on the DSHS website at lrttp://www.dshs.state.tx.us/cotitrac, s/foniis.slitnr. Contractor shall maintain,repair,and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified,reimbursed,or otherwise compensated for any loss of,destruction of,or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 12.24 Bankruptcy. In the event of bankruptcy,Contractor shall sever Department property, equipment,and supplies in possession of Contractor from the bankruptcy,and title must revert to Department. If directed by DSHS,Contractor shall return all such property,equipment and supplies to DSHS. Contractor shall ensure that its subcontracts,if any,contain a specific provision requiring that in the event the subcontractor's bankruptcy,the subcontractor must sever Department property,equipment,and supplies in possession of the subcontractor from the bankruptcy,and title must revert to Department,who may require that the property, equipment and supplies be returned to DSHS. Section 12.25 Title to Property. At the conclusion of the contractual relationship between the Department and Contractor,for any reason,title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may,at its option and to the extent allowed by law,transfer the reversionary interest to such property to Contractor. Section 12.26 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable, Section 12.27 Disposition of Property. Contractor shall follow the procedures in the American Hospital Association's(AHA's)`Estimated Useful Lives of Depreciable Hospital Assets"in disposing,at any time during or after the Contract term,of equipment purchased with the Department funds,except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state,or when the acquisition price of the equipment is equal to or greater than$5,000. All other equipment not listed in the AHA reference(other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than$5,000)will be controlled by the requirements of UGMS, If,prior to the end of the useful life, any item of equipment is no longer needed to perforixr services under this Contract,or becomes inoperable,or if the equipment requires licensure or registration or had an acquisition price equal to or greater than$5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to the Program Attachment. After an item reaches the end of its useful life,Contactor shall General Provisions(Core Subrecipient) 2014(July 15,2013) 26 ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles,and any applicable federal guidance. Section 12,28 Closeout of Equipment, At the end of the term of a Program Attachment that has no additional renewals or that will not be renewed(Closeout)or when a Program Attachment is otherwise terminated,Contractor shall submit to the contract manager assigned to the Program Attachment,an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout or termination of the Program Attachment and must be disposed of according to the Department's disposition instructions,which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor,at Contractor's expense. Section 12.29 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XIII GENERAL TERMS Section 13.01 Assignment. Contractor shall not transfer,assign,or sell its interest,in whole or in part,in this Contract,or in any equipment purchased with funds from this Contract,without the prior written consent of the Department. Section 13.02 Lobbying, Contractor shall comply with Tex.Gov. Code§ 556.0055,which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further,Contractor shall not use funds paid under this Contract,either directly or indirectly,to support the enactment,repeal, modification,or adoption of any law,regulation or policy at any level of government,or to pay the salary or expenses of any person related to any activity designed to influence legislation,regulation,policy or appropriations pending before Congress or the state legislature,or for influencing or attempting to influence an officer or employee of any federal or state agency,a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation,renewal,amendment,or modification of any contract (31 USC§ 1352 and UGMS). If at any time this Contract exceeds$100,000 of federal finds,Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract,a certification that none of the funds provided by Department have been or will be used for payment to lobbyists,and disclosure of the names of any and all registered lobbyists with whore Contractor has an agreement. Contractor shall file the declaration,certification,and disclosure at the time of application for this Contract;upon execution of this Contract unless Contractor previously filed a declaration,certification,or disclosure form in connection with the award;and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration,certification,or disclosure previously filed. Contractor-shall require any person who requests or receives a subcontract to file the same declaration,certification,and disclosure with the contract manager-assigned to the Program Attachment, Contractor shall also comply,as applicable,with the lobbying restrictions and requirements in 2 CFR Part 230(OMB Circulars A-122),Appendix B paragraph 25;2 CFR Part 225 (A-87)Appendix B section 24; 2 CFR§215.27(A-110)and 2 CFR Part 220(A-21)Appendix A,subsection J.17 and J.28. Contractor shall include this provision in any subcontracts. Section 13.03 Conflict of Interest. Contractor represents to the Department that it and its -subcontractors, if any,do not have nor shall Contractor or its subcontractors knowingly acquire or retain,any financial or other General Provisions(Core Subrecipient) 2014(July 15,2013) 27 interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include,but are not limited to,an existing or potential business or personal relationship between Contractor(or subcontractor), its principal(or a member of the principal's immediate family),or any affiliate or subcontractor and the Department or HHSC, their commissioners or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If,at any time during the term of this Contract,Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest,Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within ten(10) days of when Contractor becomes aware of the existence of the actual or potential conflict of interest, Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10)days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 13.04 Transactions Between Related Parties, Contractor shall identify and report to DSHS any transactions between Contractor and a related party that is part of the work that the Department is purchasing Under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name, address and telephone number of the related party,]row the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage,common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor,for purposes of reporting transactions between related parties,includes the entity contracting with the Department under this Contract as well as the chief executive officer,chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties,needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars,which may include 45 CFR part 74,OMB Circ.No.A-110,2 CFR§215.42,and UGMS. Section 13.05 Intellectual Property. Tex. Health&Safety Code§ 12.020 authorizes DSHS to protect intellectual property developcd as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent, or trademark/service mark law. b) For purposes of this Contract intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is"work unade for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire,Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter,and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas,as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contactor for goods provided or services rendered under this Contract. c) If federal fluids are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive,and irrevocable license to reproduce,publish,or otherwise use,and to authorize others to use, for federal government purposes(1)the copyright in any intellectual property developed under this Contract, including any subcontract;and(2)any rights of copyright to which a Contractor purchases ownership with contract fiends. Contractor shall place all acknowledgment of federal awarding agency grant General Provisions (Core Subrecipient)2014(July 15,2013) 28 support and a disclaimer,as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awarding agency)"or"The project described was supported by grant number from(federal awarding agency)"and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding-agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use,and to authorize others to use,for DSHS,public health,and state governmental noncommercial purposes(1) the copyright,trademark,service mark,and/or patent oil an invention,discovery,or improvement to any process,machine,manufacture,or composition of matter;products;technology;scientific information;trade secrets; and computer software,in any work developed under a grant,subgrant,or contract under a grant or subgrant;and(2)any rights of copyright,service or trade marks or patents to which a grantee,subgrantce or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior-review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 13.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor,for any reason,Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed,produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract,such as domain names,URLs, software Iicenses with a value of$500 or more,etc. Contractor shall inventory all such non-copyrightable intangible property. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee,or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 13.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid,the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated,but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. Section 13.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party oil the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or,if sent by certified mail, on the date of receipt. Section 13.09 Successors. This Contract will be binding upon the Parties and their successors and assignees,except as expressly provided in this Contract. Section 13.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define,limit or describe the scope or intent of any provisions. Section 13.11 Parties. The Parties represent to each other.that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terrns and conditions and of obtaining independent legal advice pertaining to this Contract. Section 13.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either Party from any liabilities or obligations in this Contract that(a)the General Provisions(Core Subrecipient) 2014(July 15,2013) 29 Parties have expressly agreed will survive any such termination or expiration,or(b)remain to be performed or (c)by their nature lvould be intended to be applicable following any such termination or expiration. Section 13.13 Direct Operation. At the Department's discretion,the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. Section 13,14 Customer Service Information. If requested,Contractor shall supply such information as required by the Department to comply with the provisions of Tex.Gov. Code Chapter 2114 regarding Customer Service surveys. Section 13.15 Amendment. The Parties agree that the Department may unilaterally reduce funds pursuant to the terms of this Contract without the written agreement of Contractor. All other amendments to this Contract must be in writing and agreed to by both Parties,except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for certain budget revisions or other amendments must be submitted in writing,including a justification for the request,to the contract manager assigned to the Program Attachment;and if a budget revision or amendment is requested during the last quarter of the Contract or Program Attachment term,as applicable,Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article,Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods,services,work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term,covenant,or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 13,16 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval; a) contractor's contact person and contact information; b) contact information for key personnel,as stated in Contractor's response to the Solicitation Document, if any; c) cumulative budget transfers that exceed 25%among direct cost categories, other than the equipment category,of cost reimbursement contract Program Attachments of less than$100,000,000,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); d) minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures;and e) a change in Contractor's share of the budget concerning non-DSHS funding other than program income and match,regardless of the amount of the change,provided that in changing the budget, Contractor is not supplanting DSHS funds, Contractor within ten(10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section,but the contract will not be amended. The notification may be by letter,fax or email. Except for contracts funded by funding sources that have different percentage requirements,cumulative budget line item transfers of 25%or less among direct cost categories,other than equipment,of cost reimbursement contracts of any amount do not require written amendment or prior approval or notification. Section 13.17 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is initiated by Contractor,but must be approved by DSHS. The following amendments to this Contract may be General Provisions(Core Subrecipient)2014(July 15,2013) 30 made through a Contractor's Revision Request,rather than through the amendment process described in the Amendment section of this Article: a) cumulative budget transfers among direct cost categories,other than the equipment category,that exceed 25%of Program Attachments of 100,000 or more,provided that the total budget amount is unchanged(This subsection does not apply to contracts funded by funding sources that have different percentage requirements); b) budget transfer to other categories of funds for direct payment to trainees for training allowances; c) change in clinic hours or location; d) change in the equipment list substituting all item of equipment equivalent to an itern of equipment oil the approved budget; e) changes in the equipment category of a previously approved equipment budget; f) changes specified in applicable OMB Circular cost principles as requiring prior approval,regardless of dollar threshold(e.g.,foreign travel expenses,overtime premiums,membership fees;and g) cumulative budget transfers into or out of the equipment category that do not exceed 10%of any Program Attachment,provided that the total budget amount is unchanged(cumulative transfers from or to the equipment category that equal or exceed 10%of any Program Attachment require an amendment to this Contract as described in the Amendment section of this Article). In order to request a revision of any of the enumerated provisions,Contractor shall request the change in writing from their assigned contract manager. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for all amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 13.18 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 13.19 Hold Harmless and Indemnification. Contractor,as an independent contractor,agrees to hold Department,the State of Texas,individual state employees and officers,and the federal government harmless and to indemnify them from any and all liability,suits,claims, losses,damages and judgments;and to pay all costs,fees,and damages to the extent that such costs,fees,and damages arise from performance or nonperformance of Contractor,its employees,subcontractors,joint venture participants or agents under this Contract. Section 13.20 Waiver. Acceptance by either Party of partial performance or failure to complain of any action,non-action or default under this Contract will not constitute a waiver of either Party's rights under this Contract. Section 13,21 Electronic and Information Resources Accessibility and Security Standards. As required by 1 Tex. Admin. Code Chapters 213 and 206,as a state agency,DSHS must procure products that comply with the State of Texas Accessibility requirements for Electronic and Informatiou Resources specified in 1 Tex. Admin. Code Chapter 213 and Website Accessibility Standards/Specifications specified in 1 Tex. Admin. Code Chapter 206(collectively EIR Standards)when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. If performance tinder this Contract includes the development,modification or maintenance of a website or other electronic and information resources for DSHS or for the public on behalf of DSHS,Contractor certifies that the website or- other electronic and information resources comply with the EIR Standards. Contractor further certifies that ally network hardware or software purchased or provided under this Contract has undergone independent General Provisions (Core Subrecipient) 2014(July 15,2013) 31 certification testing for known and relevant vulnerabilities,in accordance with rules adopted by Department of Information Resources. Section 13.22 Force Majeure. Neither Party will be liable for any failure,or delay in performing all or some of its obligations,as applicable,under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party,including,but not limited to,extraordinarily severe weather,strikes,natural disasters,fire,civil disturbance,epidemic,war,court order,or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and,if applicable,for any reasonable period of time thereafter . required to resume performance. A Party,within a period of time reasonable under the circumstances,must inform the other by any reasonable method(phone,email,etc.)and,as soon as practicable,must submit written notice with proof of receipt,of the existence of a force maj cure event or otherwise waive the right as a defense to non-performance. Section 13.23 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an"Interim Contract"beyond the expiration date of the term of the Contract or Program Attachment(s),as applicable,under the following circumstances: (1)on or shortly prior to the expiration date of the Contract or Program Attachment,there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension,renewal,or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a detennination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services(with no new or additional funding)or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty(30)days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 13.24 Cooperation and Communication. Contractor shall cooperate with Department staff and,as applicable,other DSHS contractors,and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 14.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include,but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract,including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with the DSHS or agreed order issued by DSHS; e) failure by Contractor to provide a full accounting of funds expended under this Contract; fl discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; g) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract; or General Provisions(Core Subrecipient)2014 (July 15,2013) 32 h) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 14.02 General Rernedies and Sanctions. The Department will monitor Contractor for both programmatic and financial compliance. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate,audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract and may monitor Contractor for financial compliance. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terns of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute,rule or regulation,or federal guideline will prevail over the provisions of this Article unless the statute,rule,regulation,or guideline can be read together with the provision(s)of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract,including but not limited to compliance with applicable statutes,rules or regulations,the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. In the case of termination,the Department will inforn Contractor of the termination no less than thirty(30)calendar days before tire effective date of the termination in a notice of termination, except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination,and,if applicable,alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment or reimbursement for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily(1)discontinue performance of all or part of the Contract, and/or (2)discontinue incurring expenses otherwise allowable under the Contract as of the effective date of the suspension, pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance and/or incur allowable expenses. Contractor shall not bill DSHS for services performed during suspension,and Contractor's costs resulting from obligations incurred by Contractor during a suspension are not allowable unless expressly authorized by the notice of suspension; c) deny additional or firture contracts with Contractor; d) reduce the funding amount for failure to 1)provide goods and services as described in this Contract or consistent with Contract performance expectations,2)achieve or maintain the proposed level of service, 3)expend fluids appropriately and at a rate that will make full use of the award,or 4)achieve local match,if required; e) disallow costs and credit for matching funds,if any,for all or part of the activities or action not in compliance; 1) temporarily withhold cash payments. Temporarily withholding cash payments means tire temporary withholding of a working capital advance,if applicable, or reimbursements or payments to Contractor for proper charges or obligations incurred,pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; g) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)unallowable,undocumented,disputed, inaccurate,improper,or crroncous billings; (2)material failure to comply with Contract provisions; or (3)indebtedness to the United States or to the State of Texas; h) declare this Contract void upon the Department's determination that this Contract was obtained General Provisions(Core Subrecipient) 2014 (July 15,2013) 33 fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds paid under this Contract; 1) request that Contractor be removed from the Centralized Master Bidders List(CMBL) or any other state bid list,and barred from participating in future contracting opportunities with the State of Texas; j) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; k) place Contractor on probation. Probation means that Contractor will be placed on accelerated monitoring for a period not to exceed six(6)months at which time items of noncompliance must be resolved or substantial improvement shown by Contractor. Accelerated monitoring means more frequent or more extensive monitoring will be performed by Department than would routinely be conducted; 1) require Contractor to obtain technical or managerial assistance; m) establish additional prior approvals for expenditure of fitnds by Contractor; n) require additional or more detailed,financial and/or programmatic reports to be submitted by Contractor; o) demand repayment from Contractor when it is verified that Contractor has been overpaid,e,g.,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices,or failure to comply with Contract terms; p) pursue a claim for damages as a result of breach of contract; q) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participants,or require removal of any employee,volunteer,officer or governing body member,if the employee,volunteer,officer or member of the governing body has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract,as reasonably determined by DSHS; 1) withhold any payments to Contractor to satisfy any recoupment,liquidated damages,match insufficiency,or any penalty(if the penalty is permitted by statute) imposed by DSHS,and take repayment from fitnds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; s) reduce the Contract term; t) recoup improper payments when it is verified that Contractor has been overpaid,e.g,,because of disallowed costs,payments not supported by proper documentation,improper billing or accounting practices or failure to comply with Contract terms; u) assess liquidated damages; v) demand repayment of an amount equal to the amount of any match Contractor failed to provide,as determined by DSHS; w) impose other-remedies,sanctions or penalties permitted by statute, Section 14.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed(with the exception of accelerated monitoring,which may be unannounced),stating the nature of the remedies and sanction(s), the reasons for imposing them,the corrective actions,if any,that must be taken before the actions will be removed and the time allowed for completing the corrective actions,and the method,if any,of requesting reconsideration of the remedies and sanctions imposed. Other than in the case of repayment or recoupment,Contractor is required to file,within fifteen(15) calendar days of receipt of notice,a written response to Department acknowledging receipt of such notice. If requested by the Department,the written response must state how Contractor shall correct the noncompliance (corrective action plan)or demonstrate in writing that the findings on which the remedies or sanction(s) are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted,unless the remedy or sanction is subject to review tinder a federal or state statute, regulation,rule,or guideline,Department's decision is final. Department will provide written notice to General Provisions(Core Subrecipient) 2014(July 15,2013) 34 Contractor of Department's decision, If required by the Department,Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted,DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter,and if recoupment is available,DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 14.04 Emergency Action. In an emergency,Department may immediately terminate or suspend all or part of this Contract,temporarily or permanently withhold cash payments,deny future contract awards,or delay contract execution by delivering written notice to Contractor,by any verifiable method,stating the reason for the emergency action. An"emergency"is defined as the following: a) Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health,welfare or safety. The direct adverse effect may be programmatic or financial and may include failing to provide services,providing inadequate services,providing unnecessary services,or using resources so that the public or clients do not receive the benefits contemplated by the scope of work or performance measures;or b) Contractor is expending fluids inappropriately. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XV CLAIMS AGAINST THE DEPARTMENT Section 15.01 Breach of Contract Clain. The process for a breach of contract claim against the Department provided for in Tex. Gov. Code Chapter 2260 and implemented in Department Rules§§4,11- 4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 15.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Tex. Gov Code Chapter 2260,subchapter B. To initiate the process,Contractor shall submit written notice,as required by subchapter B,to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260,subchapter B,are being involved. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Tex. Gov. Code Chapter 2260,subchapter C. Section 15.03 Sole Remedy. The contested case process provided in Tex. Gov. Code Chapter 2260, subchapter C,is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article, Section 15.04 Condition Precedent to Shit. Compliance with the contested case process provided in Tex. Gov. Code Chapter 2260,subchapter C,is a condition precedent to seeking consent to sue from the Legislature under Tex. Civ. Prac. &Rem. Code Chapter 107. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. Section 15,05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XVI TERMINATION AND TEMPORARY SUSPENSION General Provisions(Core Subrecipient)2014(July 15,2013) 35 Section 16.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terns section of the General Terms Article,Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments,all or a part of this Contract may be terminated with or without cause under this Article. Section 16.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded fiends. Contractor's costs resulting from obligations incurred by Contractor after termination of an award are not allowable unless expressly authorized by the notice of temnation: Upon termination of this Contract or Program Attachment, as applicable,Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment,as applicable,to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract,Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or the Program Attachment,as applicable,except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS,and except as provided in the Survivability of Terns section of the General Terms Article. Termination does not,however,constitute a waiver-of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 16.03 Acts Not Constituting Termination. Termination does not include the Department's(1) ,,vthdrawal of funds awarded our the basis of Contractor's underestimate of the unobligated balance in a prior period;(2)withdrawal of the unobligated balance at the expiration of the term of a program attachment; (3) refusal to extend a program attachment or award additional fiords to make a competing or noncompeting continuation,renewal,extension,or supplemental award; (4)non-renewal of a contract or program attachment at Department's sole discretion; or(5)voiding of a contract upon determination that the award was obtained fraudulently,or was otherwise illegal or invalid from inception. Section 16.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or a Program Attachment,as applicable,with at least thirty (30)calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment that involves residential client services,Contractor shall give the Department at least ninety(90) calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or a Program Attachment by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or a Program Attachment if fiords become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human services agencies,amendments to the Appropriations Act,health and human services consolidations,or any disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension or of any cessation of temporary suspension.Upon notification of temporary suspension, Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or a Program Attachment immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 16.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30)calendar days written notice to the other Party. Department may terminate this Contract,in whole or in part,for breach of contract or for any other conduct that jeopardizes the Contract objectives,by General Provisions(Core Subrecipient)2014(July 15,2013) 36 giving at-least thirty(30)calendar days written notice to Contractor. Such conduct may include one or more of the following; a) Contractor has failed to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract or exercise adequate control over expenditures or assets; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex.Gov. Code§2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code§§2155,006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor,and Contractor does not(a) discharge the judgment,or(b)provide for its discharge in accordance with its terms,or(c)procure a stay of execution within thirty(3 0)calendar days from the date of entry of the judgment, or(d)if the execution is stayed,within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed,appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor,and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization,arrangement, insolvency,readjustment of debt,dissolution, receivership or liquidation law of anyjurisdiction then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization,arrangement,insolvency, readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a rcceiver, trustee,or liquidator of Contractor or of all or any part of its property; General Provisions(Core Subrecipient)2014(July 15,2013) 37 h) Contractor's management system does not meet the UGMS management standards;or i) Any required license,certification,pennit,registration or approval required to conduct Contractor's business or to perfoini services under this Contract is not obtained or is revoked,is surrendered, expires,is not renewed,is inactivated or is suspended. General Provisions(Core Subrecipient) 2014(July 15,2013) 38 Section 16.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVII VOID,SUSPENDED,AND TERMINATED CONTRACTS Section 17.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception, Section 17.02 Effect of Void,Suspended,or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void,or is suspended,or is terminated for cause is not eligible for expansion of current contracts,if any,or new contracts or renewals until, in the case of suspension or termination,the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void,any amount paid is subject to repayment, Section 17.03 Appeals Rights. Pursuant to Tex. Gov. Code§ 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds,Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVIII CLOSEOUT Section 18.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable,(and any renewals of this Contract or Program Attachment)on its own terms, Contractor shall cease services under this Contract or Program Attachment; and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration,as necessary, to ensure the orderly and safe transfer of responsibilities Under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal,Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers,as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in the termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of this Contract or Program Attachment,or incur any additional expenses once this Contract or Program Attachment is terminated or has expired. Upon termination,expiration(with no renewal)or non- renewal of this Contract or a Program Attachment,Contractor shall immediately initiate Closeout activities described in this Article. Section 18.02 Administrative Offset, The Department has the right to administratively offset amounts owed by Contractor against billings. Section 18.03 Deadline for Closeout, Contractor shall submit all financial,performance,and other Closeout reports required under this Contract within sixty(60)calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Final Billing Submission section of the Payment Methods and Restrictions Article,the Department is not liable for any claims that are not received within sixty (60)calendar days after the Contract or Program Attachment end date. Section 18.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due,which Contractor shall pay within the time period established by the Department. General Provisions(Core Subrecipient) 2014(July 15,2013) 39 Section 18.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to disallow costs and recover funds on the basis of a later audit or other review or Contractor's obligation to return any finids due as a result of later refunds,corrections,or other transactions. General Provisions(Core Subrecipient) 2014(July 15,2013) 40 00 `� AGENDA MEMORANDUM yaBPOR0.E0 First Reading Ordinance for the City Council Meeting of October 8, 2013 18V Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Annette Rodriguez, Director of Public Health An netter()cctexas.com 361-826-7205 Seafood & Aquatic Life Activities grant FY 13-14 Approval of grant award and appropriation of funds CAPTION: Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. PURPOSE: The Seafood Grant allows the Health District Laboratory to test oyster beds in the Gulf to assure they are safe for human consumption. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $22,500.00 to provide funding for laboratory services for the analysis of bay water samples beginning September 1, 2013 through August 31, 2014 for the purchase of supplies to support the analysis of marine water for the Seafood Safety Division of DSHS. ALTERNATIVES: Discontinue analysis of bay water samples OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Corpus Christi Nueces County Public Health District Legal Finance FINANCIAL IMPACT: X Operating n Revenue o Capital a Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item $22,5001 1 $22,500 BALANCE $22,500 $22,500 Funds): Comments: No match funding required RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Contract No. 2014-043952-001 Ordinance Ordinance authorizing the City manager or designee to execute all documents necessary to accept and appropriate a grant of $22,500 from the Texas Department of State Health Services In the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014; and to ratify acceptance of the grant to begin as of September 1, 2013. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager, or his designee, is authorized to execute all documents necessary to accept and appropriate a grant in the amount of $22,500 from the Texas Department of State Health Services in the Health Grants Fund No. 1066 to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2013 through August 31, 2014 (Contract#2014-043952). Section 2: Further the City Council ratifies acceptance of the grant to begin as of September 1, 2013. A copy of the executed grant shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2013, by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED, this the day of , 2013. ATTEST: Armando Chapa Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES x �k This contract, number 2014-043952 (Contract), is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and CITY OF CORPUS CHRISTI(Contractor), a Government Entity, (collectively, the Parties). 1. Purpose of the Contract. DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations as described in the Program Attachments. 2. Total Amount of the Contract and Payment Method(s). The total amount of this Contract is $22,500.00, and the payment method(s) shall be as specified in the Program Attachments. 3. Funding Obligation. This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict,reduce, or terminate funding under this Contract. 4. Term of the Contract. This Contract begins on 09/01/2013 and ends on 08/31/2014. DSHS has the option, in its sole discretion, to renew the Contract as provided in each Program Attachment. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority. DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Documents Forming Contract. The Contract consists of the following: a. Core Contract(this document) b. Program Attachments: 2014-043952-001 SEAFOOD & AQUATIC LIFE c. General Provisions (Vendor) d. Exhibits —N/A Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 7. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Core Contract, then the Program Attachment(s), then the 92648-1 General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 8. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: CITY OF CORPUS CHRISTI Address: PO BOX 9277 CORPUS CHRISTI, TX 78469-9277 Vendor Identification Number: 17460005741027 9. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. By signing below, the Parties acknowledge that they have read the Contract and agree to its terms, and that the persons whose signatures appear below have the requisite authority to execute this Contract on behalf of the named party. DEPARTMENT OF STATE HEALTH SERVICES CITY OF CORPUS CHRISTI By: By: Signature of Authorized Official Signature Date Date Bob Burnette, C.P.M., CTPM Printed Name and Title Director, Client Services Contracting Unit Address 1100 WEST 49TH STREET AUSTIN, TEXAS 78756 City, State, Zip (512) 458-7470 Telephone Number Bob.Burnette @ dshs.state.tx.us E-mail Address for Official Correspondence 92648-1 Fiscal Year 2014 Department of State Health Services Contract General Provisions (CoreNendor) ARTICLE I COMPLIANCE AND REPORTING................................................................................................4 SECTION 1.01 COMPLIANCE WITH STATUTES AND RULES....................................................................................4 SECTION 1.02 COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT............................................4 SECTION1.03 REPORTING......................................................................................................................................4 SECTION 1.04 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES..........................................................4 SECTION 1.05 STATUTES AND STANDARDS OF GENERAL APPLICABILITY............................................................4 SECTION 1.06 APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCALCONTRACTS..............................................................................................................6 SECTION 1.07 CIVIL RIGHTS POLICY AND COMPLAINTS......................................................................................7 SECTION 1.08 LICENSES,CERTIFICATIONS,PERMITS,REGISTRATIONS AND APPROVALS..................................7 SECTION1.09 FUNDING OBLIGATION....................................................................................................................7 ARTICLEII SERVICES...........................................................................................................................................7 SECTION 2.01 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES.................................................................7 SECTION 2.02 DISASTER SERVICES........................................................................................................................8 SECTION 2.03 CONSENT TO MEDICAL CARE OF A MINOR....................................................................................8 SECTION 2.04 TELEMEDICINE MEDICAL SERVICES..............................................................................................8 SECTION 2.05 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY.................8 ARTICLEIII FUNDING............................................................................................................................................9 SECTION 3.01 DEBT TO STATE AND CORPORATE STATUS.....................................................................................9 SECTION 3.02 APPLICATION OF PAYMENT DUE ....................................................................................................9 ARTICLE IV PAYMENT METHODS AND RESTRICTIONS.............................................................................9 SECTION 4.01 PAYMENT METHODS........................................................................................................................9 SECTION 4.02 BILLING SUBMISSION.......................................................................................................................9 SECTION 4.03 FINAL BILLING SUBMISSION....................................................................................9 SECTION 4.04 THIRD PARTY PAYORS....................................................................................................................9 ARTICLE V TERMS AND CONDITIONS OF PAYMENT...............................................................................10 SECTION 5.01 PROMPT PAYMENT. .......................................................................................................................10 SECTION 5.02 WITHHOLDING PAYMENTS............................................................................................................10 ARTICLE VI CONFIDENTIALITY.......................................................................................................................10 SECTION 6.01 MAINTENANCE OF CONFIDENTIALITY..........................................................................................10 SECTION 6.02 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION..............................10 SECTION 6.03 EXCHANGE OF CLIENT-IDENTIFYING INFORMATION. .................................................................10 SECTION 6.04 SECURITY OF PATIENT OR CLIENT RECORDS..............................................................................11 SECTION 6.05 HIV/AIDS MODEL WORKPLACE GUIDELINES............................................................................11 ARTICLE VII RECORDS RETENTION................................................................................................................11 SECTION7.01 RETENTION....................................................................................................................................11 ARTICLE VIII ACCESS AND INSPECTION..........................................................................................................11 SECTION8.01 ACCESS...........................................................................................................................................11 SECTION 8.02 STATE AUDITOR'S OFFICE............................................................................................................12 SECTION 8.03 RESPONDING TO DEFICIENCIES.....................................................................................................12 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE IX NOTICE REQUIREMENTS...........................................................................................................12 SECTION 9.01 CHILD ABUSE REPORTING REQUIREMENT...................................................................................12 SECTION 9.02 SIGNIFICANT INCIDENTS................................................................................................................12 SECTION9.03 LITIGATION....................................................................................................................................12 SECTION 9.04 ACTION AGAINST THE CONTRACTOR...........................................................................................12 SECTION9.05 INSOLVENCY..................................................................................................................................13 SECTION 9.06 PERFORMANCE MALFEASANCE. ...................................................................................................13 SECTION 9.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION.......................................................................13 SECTION 9.08 RETALIATION PROHIBITED...........................................................................................................13 SECTION9.09 DOCUMENTATION..........................................................................................................................13 ARTICLE X ASSURANCES AND CERTIFICATIONS.....................................................................................14 SECTION10.01 CERTIFICATION.............................................................................................................................14 SECTION 10.02 CHILD SUPPORT DELINQUENCIES.................................................................................................14 SECTION10.03 AUTHORIZATION............................................................................................................................15 SECTION 10.04 GIFTS AND BENEFITS PROHIBITED...............................................................................................15 SECTION 10.05 INELIGIBILITY TO RECEIVE THE CONTRACT................................................................................15 SECTION10.06 ANTITRUST.....................................................................................................................................15 ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR.....................................................15 SECTION11.01 PROGRAM SITE..............................................................................................................................15 SECTION 11.02 HISTORICALLY UNDERUTILIZED BUSINESSES(HUBS)................................................................15 SECTION11.03 BUY TEXAS.....................................................................................................................................15 SECTION 11.04 STATUS OF SUBCONTRACTORS......................................................................................................16 SECTION 11.05 INDEPENDENT CONTRACTOR........................................................................................................16 SECTION 11.06 AUTHORITY TO BIND.....................................................................................................................16 SECTION11.07 TAX LIABILITY...............................................................................................................................16 SECTION 11.08 NOTICE OF ORGANIZATIONAL CHANGE.......................................................................................16 SECTION11.09 NO ENDORSEMENT........................................................................................................................16 ARTICLE XII GENERAL TERMS..........................................................................................................................16 SECTION12.01 ASSIGNMENT..................................................................................................................................16 SECTION12.02 LOBBYING......................................................................................................................................16 SECTION 12.03 CONFLICT OF INTEREST................................................................................................................17 SECTION 12.04 TRANSACTIONS BETWEEN RELATED PARTIES.............................................................................17 SECTION 12.05 INTELLECTUAL PROPERTY............................................................................................................17 SECTION 12.06 OTHER INTANGIBLE PROPERTY....................................................................................................18 SECTION 12.07 SEVERABILITY AND AMBIGUITY...................................................................................................18 SECTION12.08 LEGAL NOTICE..............................................................................................................................19 SECTION12.09 SUCCESSORS...................................................................................................................................19 SECTION12.10 HEADINGS......................................................................................................................................19 SECTION12.11 PARTIES..........................................................................................................................................19 SECTION 12.12 SURVIVABILITY OF TERMS............................................................................................................19 SECTION 12.13 CUSTOMER SERVICE INFORMATION.............................................................................................19 SECTION12.14 AMENDMENT..................................................................................................................................19 SECTION 12.15 CONTRACTOR'S NOTIFICATION OF CHANGE TO CERTAIN CONTRACT PROVISIONS..................19 SECTION 12.16 CONTRACTOR'S REQUEST FOR REVISION OF CERTAIN CONTRACT PROVISIONS......................19 SECTION 12.17 IMMUNITY NOT WAIVED...............................................................................................................20 SECTION 12.18 HOLD HARMLESS AND INDEMNIFICATION....................................................................................20 SECTION12.19 WAIVER..........................................................................................................................................20 SECTION 12.20 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITYSTANDARDS..................................................................................................................20 SECTION12.21 FORCE MAJEURE...........................................................................................................................21 SECTION 12.22 INTERIM CONTRACTS....................................................................................................................22 SECTION 12.23 COOPERATION AND COMMUNICATION.........................................................................................22 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE..............................22 SECTION 13.01 ACTIONS CONSTITUTING BREACH OF CONTRACT.......................................................................22 SECTION 13.02 GENERAL REMEDIES AND SANCTIONS..........................................................................................22 SECTION 13.03 NOTICE OF REMEDIES OR SANCTIONS..........................................................................................23 SECTION13.04 EMERGENCY ACTION....................................................................................................................24 ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT...................................................................................24 SECTION 14.01 BREACH OF CONTRACT CLAIM.....................................................................................................24 SECTION14.02 NOTICE...........................................................................................................................................24 SECTION14.03 SOLE REMEDY................................................................................................................................24 SECTION 14.04 CONDITION PRECEDENT TO SUIT..................................................................................................24 SECTION 14.05 PERFORMANCE NOT SUSPENDED..................................................................................................25 ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION.................................................................25 SECTION 15.01 EXPIRATION OF CONTRACT OR PROGRAM ATTACHMENT(S)......................................................25 SECTION 15.02 EFFECT OF TERMINATION.............................................................................................................25 SECTION 15.03 ACTS NOT CONSTITUTING TERMINATION....................................................................................25 SECTION 15.04 TERMINATION OR TEMPORARY SUSPENSION WITHOUT CAUSE.................................................25 SECTION 15.05 TERMINATION FOR CAUSE............................................................................................................25 SECTION 15.06 NOTICE OF TERMINATION.............................................................................................................27 ARTICLE XVI VOID,SUSPENDED,AND TERMINATED CONTRACTS........................................................27 SECTION16.01 VOID CONTRACTS..........................................................................................................................27 SECTION 16.02 EFFECT OF VOID,SUSPENDED,OR INVOLUNTARILY TERMINATED CONTRACT.........................27 SECTION16.03 APPEALS RIGHTS...........................................................................................................................27 ARTICLEXVII CLOSEOUT.......................................................................................................................................27 SECTION 17.01 CESSATION OF SERVICES AT CLOSEOUT......................................................................................27 SECTION 17.02 ADMINISTRATIVE OFFSET.............................................................................................................27 SECTION 17.03 DEADLINE FOR CLOSEOUT............................................................................................................27 SECTION 17.04 PAYMENT OF REFUNDS..................................................................................................................28 SECTION 17.05 DISALLOWANCES AND ADJUSTMENTS. .........................................................................................28 General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 ARTICLE I COMPLIANCE AND REPORTING Section 1.01 Compliance with Statutes and Rules. Contractor shall comply, and shall require its subcontractor(s) to comply, with the requirements of the Department's rules of general applicability and other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders currently exist and as they may be lawfully amended. The Department rules are located in the Texas Administrative Code, Title 25 (Rules). To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract will control. Contractor further agrees that, upon notification from DSHS, Contractor shall comply with the terms of any contract provisions DSHS is required to include in its contracts under legislation effective at the time of the effective date of this Contract or during the term of this Contract. Section 1.02 Compliance with Requirements of Solicitation Document. Except as specified in these General Provisions or the Program Attachment(s), Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document, if any, (including any revised or additional terms agreed to in writing by Contractor and DSHS prior to execution of this Contract) for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract. Section 1.03 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department, and shall provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the Program Attachment(s) or upon request constitutes a breach of contract, may result in delayed payment and/or the imposition of sanctions and remedies, and, if appropriate, emergency action; and may adversely affect evaluation of Contractor's future contracting opportunities with the Department. Section 1.04 Applicable Contracts Law and Venue for Disputes. Regarding all issues related to contract formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, this Contract will be governed by, and construed in accordance with, the laws of the State of Texas. In the event of a dispute between the Parties, venue for any suit will be Travis County, Texas. Section 1.05 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Contractor, Contractor shall comply with the following: a) The following statutes,rules,regulations, and DSHS policy(and any of their subsequent amendments) that collectively prohibit discrimination,exclusion from or limitation of participation in programs, benefits or activities or denial of any aid,care, service or other benefit on the basis of race,color, national origin,limited English proficiency, sex, sexual orientation(where applicable),disabilities, age, substance abuse,political belief or religion: 1)Title VI of the Civil Rights Act of 1964,42 USC §§❑ 2000d et seq.; 2)Title IX of the Education Amendments of 1972,20 USC §1111§ 1681-1683, and 1685- 1686;3) Section 504 of the Rehabilitation Act of 1973,29 USC §794(a);4)the Americans with Disabilities Act of 1990,42 USC §§❑ 12101 et seq.;5)Age Discrimination Act of 1975,42 USC §1111§ 6101-6107; 6)Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970,42 USC §❑ 290dd(b)(1); 7)45 CFR Parts 80, 84, 86 and 91; 8) U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 9)Tex. Labor Code Chapter 21; 10)Food Stamp Act of 1977 (7 USC §§ 200 et seq.); 11)Executive Order 13279,45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; (12)Drug Abuse Office and Treatment Act of 1972,21 USC §§ 1101 et seq.,relating to drug abuse; (13)Public Health Service Act of 1912, §§❑ 523 and 527,42 USC §❑ 290dd-2, and 42 CFR pt. 2,relating to confidentiality of alcohol and drug abuse patient records; (14)Title VIII of the Civil Rights Act of 1968,42 USC §§3601 et seq.,relating to General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI nondiscrimination in housing; and(15)DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs; b) Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Law 113-4 (March 7,2013),regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c) Pro-Children Act of 1994,20 USC §§ 6081-6084, and the Pro-Children Act of 2001,20 USC § 7183, regarding the non-use of all tobacco products; d) National Research Service Award Act of 1971,42 USC §§❑ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43),regarding human subjects involved in research; e) Hatch Political Activity Act,5 USC §§❑❑ 1501-1508 and 7324-26,which limits the political activity of employees whose employment is funded with federal funds; f) Fair Labor Standards Act,29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970,42 USC §§ 4701 et seq., as applicable,concerning minimum wage and maximum hours; g) Tex. Gov. Code Chapter 469,pertaining to eliminating architectural barriers for persons with disabilities; h) Texas Workers' Compensation Act,Tex. Labor Code Chapters 401-406, and 28 Tex. Admin. Code pt. 2, regarding compensation for employees' injuries; i) The Clinical Laboratory Improvement Amendments of 1988,42 USC §263a,regarding the regulation and certification of clinical laboratories; j) The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens,29 CFR § 1910.1030,or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k) Laboratory Animal Welfare Act of 1966,7 USC §§2131 et seq.,pertaining to the treatment of laboratory animals; 1) Environmental standards pursuant to the following: 1) Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC §§4321-4347 and Executive Order 11514(35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;"2) Notification of violating facilities pursuant to Executive Order 11738(40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts,Grants,or Loans;"3)Protection of wetlands pursuant to Executive Order 11990,42 Fed. Reg. 26961; 4)Evaluation of flood hazards in floodplains in accordance with Executive Order 11988,42 Fed. Reg. 26951 and,if applicable,flood insurance purchase requirements of Section 102(a)of the Flood Disaster Protection Act of 1973 (P.L. 93-234);5)Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6)Federal Water Pollution Control Act,33 USC §§ 1251 et seq.;7)Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974,42 USC §§ 300f- 300j; 8)Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9)Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955,42 USC §§ 7401 et seq.; 10)Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq.,related to protecting certain rivers system; and 11)Lead-Based Paint Poisoning Prevention Act,42 USC §§ 4822 et seq.,prohibiting the use of lead-based paint in residential construction or rehabilitation; m) Intergovernmental Personnel Act of 1970,42 USC §§4278-4763,regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration,5 CFR Part1200 et seq; n) Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970(P.L. 91-646),42 USC §§4601 et seq,relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally-assisted programs; General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI o) Davis-Bacon Act,40 USC §§276a to 276a-7; the Copeland Act,40 USC §§ 276c and 18 USC § 874; and the Contract Work Hours and Safety Standards Act,40 USC §§327-333,regarding labor standards for federally-assisted construction subagreements; p) National Historic Preservation Act of 1966, § 106, 16 USC §470;Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974(16 USC §§469a-1 et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; q) Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); r) Executive Order,Federal Leadership on Reducing Text Messaging While Driving, October 1,2009,if required by a federal funding source of this Contract; and s) requirements of any other applicable state and federal statutes,executive orders,regulations,rules and policies. If this Contract is funded by a federal grant or cooperative agreement, additional state or federal requirements found in the Notice of Grant Award are imposed on Contractor and incorporated herein by reference. Contractor may obtain a copy of any applicable Notice of Grant Award from the contract manager assigned to the Program Attachment. Section 1.06 Applicability of General Provisions to Interagency and Interlocal Contracts. Certain sections or portions of sections of these General Provisions will not apply to Contractors that are State agencies or units of local government; and certain additional provisions will apply to such Contractors. a) The following sections or portions of sections of these General Provisions will not apply to interagency or interlocal contracts: 1) Hold Harmless and Indemnification, Section 12.18; 2) Independent Contractor, Section 11.07 (delete the third sentence in its entirety;delete the word "employees"from the fourth sentence;the remainder of the section applies); 3) Historically Underutilized Businesses(HUBs), Section 11.02(Contractor,however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity); 4) Debt to State and Corporate Status, Section 3.01; 5) Application of Payment Due, Section 3.02; and 6) Article XIV,Claims against the Department(This Article is inapplicable to interagency contracts only). b) The following additional provisions will apply to interagency contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interagency Cooperation Act,Gov. Code Chapter 771; 2) The Parties hereby certify that(1)the services specified are necessary and essential for the activities that are properly within the statutory functions and programs of the affected agencies of State government; (2)the proposed arrangements serve the interest of efficient and economical administration of the State government; and(3)the services, supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of the State of Texas to be supplied under contract given to the lowest responsible bidder; 3) DSHS certifies that it has the authority to enter into this Contract granted in Health and Safety Code Chapter 1001, and Contractor certifies that it has specific statutory authority to enter into and perform this Contract; and 4) DSHS will reimburse Contractor for the actual costs,or the nearest practicable estimates of the costs,of providing the goods and/or services under the Contract. Contractor certifies that any such estimates were based on Contractor's detailed cost analysis developed prior to the execution of the Contract,of the costs of providing the goods and/or services to DSHS. If estimates are used,the Parties agree that those estimates are to be used as not-to-exceed amounts General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI of the Contract deliverables;however,the Parties agree that Contractor will receive reimbursement of its actual costs only,up to the not-to-exceed amount. c) The following additional provisions will apply to interlocal contracts: 1) This Contract is entered into pursuant to the authority granted and in compliance with the provisions of the Interlocal Cooperation Act,Gov. Code Chapter 791; 2) Payments made by DSHS to Contractor will be from current revenues available to DSHS; and 3) Each Party represents that it has been authorized to enter into this Contract. d) Contractor agrees that Contract Revision Requests (pursuant to the Contractor's Request for Revision to Certain Contract Provisions section),when signed by a duly authorized representative of Contractor,will be effective as of the effective date specified by the Department,whether that date is prior to or after the date of any ratification by Contractor's governing body. Section 1.07 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten (10) calendar days after Contractor's receipt of the claim. Notice must be directed to— Civil Rights Office Health and Human Services Commission 701 W. 51s'Street, Mail Code W206 Austin,Texas 78751 Toll-free phone (888) 388-6332 or Phone(512) 438-4313 TTY Toll-free (877) 432-7232 Fax(512) 438-5885 HHSCivilRightsOffice @hhsc.state.tx.us. Section 1.08 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non- renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 1.09 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction will include instructions and detailed information on how DSHS will fund the services and/or goods to be procured with the restricted or reduced funds. ARTICLE II SERVICES Section 2.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department-licensed and/or -funded residential facilities and who are twenty-two (22) years of age or younger, have access to educational services as required by Tex. Educ. Code § 29.012. Contractor shall notify the local education agency or local early intervention program as prescribed by Tex. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Educ. Code § 29.012 not later than the third calendar day after the date a person who is twenty-two (22) years of age or younger is placed in Contractor's residential facility. Section 2.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man-made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: community evacuation; health and medical assistance; assessment of health and medical needs; health surveillance; medical care personnel; health and medical equipment and supplies; patient evacuation; in-hospital care and hospital facility status; food, drug, and medical device safety; worker health and safety; mental health and substance abuse; public health information; vector control and veterinary services; and victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, be cost-effective, and be least intrusive on Contractor's primary services. Section 2.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Tex. Fam. Code Chapter 32, relating to consent to treatment of a child by a non-parent or the child or pursuant to other state law. If requirements of federal law relating to consent directly conflict with Tex. Fam. Code Chapter 32, federal law supersedes state law. Section 2.04 Telemedicine Medical Services. Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing—telemedicine service must include the following requirements: a) clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b) contraindication considerations for telemedicine use; c) qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d) safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e) use by credentialed licensed providers providing clinical care within the scope of their licenses; f) demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g) priority in scheduling the system for clinical care of individuals; h) quality oversight and monitoring of satisfaction of the individuals served; and i) management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under Rule § 448.911. Section 2.05 Services and Information for Persons with Limited English Proficiency. Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. Contractor shall make every effort to avoid use of any persons under the age of General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI eighteen (18) or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE III FUNDING Section 3.01 Debt to State and Corporate Status. Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. Contractor, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). Contractor, if a corporation, further certifies that it is and will remain in good standing with the Secretary of State's office. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 3.02 Application of Payment Due. Contractor agrees that any payments due under this Contract will be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE IV PAYMENT METHODS AND RESTRICTIONS Section 4.01 Payment Methods. Except as otherwise provided by the provisions of the Program Attachment(s), the payment method for each Program Attachment will be unit rate/fee for service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service, as stated in the Program Attachment(s), and acceptable submission of all required documentation, reports, forms and/or deliverable(s). Section 4.02 Billing Submission. Contractors shall bill the Department in accordance with the Program Attachment(s) in the form and format prescribed by DSHS. Unless otherwise specified in the Program Attachment(s) or permitted under the Third Party Payors section of this Article, Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 4.03 Final Billing Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than sixty (60) calendar days following the end of the term of the Program Attachment for goods received and services rendered during the term. If necessary to meet this deadline, Contractor may submit reimbursement or payment requests by facsimile transmission. Reimbursement or payment requests received in DSHS's offices more than sixty(60) calendar days following the end of the applicable term will not be paid. Consideration of requests for an exception will be made on a case-by-case basis, subject to the availability of funding, and only for an extenuating circumstance, such as a catastrophic event,natural disaster,or criminal activity that substantially interferes with normal business operations or causes damage or destruction of a place of business and/or records. A written statement describing the extenuating circumstance and the last request for reimbursement must be submitted for review and approval to the DSHS Accounting Section. Section 4.04 Third Party Payors. A third party payor is any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local, and private funding sources. Except as provided in this Contract, Contractor shall screen all clients and shall not bill the Department for services eligible for reimbursement from General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI third party payors. Contractor shall: (a) enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs, and bill those programs for the covered services; (b) provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; (c) allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; (d) not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted, in which case the 30-day requirement in the Billing Submission section will be extended until all such appeals have been exhausted; (e) maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; (f) bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and(g)provide third party billing functions at no cost to the client. ARTICLE V TERMS AND CONDITIONS OF PAYMENT Section 5.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department will pay Contractor. Payments are contingent upon a signed Contract and will not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If those conditions are met, Department will make payment in accordance with the Texas prompt payment law (Tex. Gov. Code, Chapter 2251). Contractor shall comply with Tex. Gov. Code, Chapter 2251 regarding its prompt payment obligations to subcontractors. Payment of invoices by the Department will not constitute acceptance or approval of Contractor's performance, and all invoices and Contractor's performance are subject to audit by the Department. Section 5.02 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment (recoup) from funds available under this Contract, in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VI CONFIDENTIALITY Section 6.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected health information (PHI), and any other information that discloses confidential personal information or identifies any client served by DSHS, in accordance with applicable federal and state law, rules and regulations, including but not limited to 7 CFR Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611, and 773; and Occupations Code, Chapters 56 and 159 and all applicable rules and regulations. Section 6.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other confidential information under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program, and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 6.03 Exchange of Client-Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Health and Safety Code § 533.009 and Rule Chapter 414, Subchapter A or other applicable law or rules. Contractor shall disclose information described in Health and Safety Code § 614.017(a)(2) relating to special needs offenders, to an agency described in Health and Safety Code § 614.017(c) upon request of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI or other applicable law. Section 6.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client,upon termination of this Contract or a Program Attachment to this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Program Attachment to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 6.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome) Model Workplace Guidelines for Businesses, State Agencies, and State Contractors, Policy No. 090.021, and Contractor shall educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Tex. Health & Safety Code §§1111 85.112-114. A link to the Model Workplace Guidelines can be found at http://www.dshs.state.tx.us/hivstd/policy//policies.shtm. ARTICLE VII RECORDS RETENTION Section 7.01 Retention. Contractor shall retain records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall retain and preserve all records, including financial records that are generated or collected by Contractor under the provisions of this Contract, for a period of four (4) years after the termination of this Contract. If services are funded through Medicaid, the federal retention period, if more than four (4) years, will apply. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. Legal requirements for Contractor may extend beyond the retention schedules established in this section. Contractor shall retain medical records in accordance with Tex. Admin. Code Title 22, Part 9, §165.1(b) or other applicable statutes, rules and regulations governing medical information. Contractor shall include this provision concerning records retention in any subcontract it awards. If Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four(4)years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to the Program Attachment. ARTICLE VIII ACCESS AND INSPECTION Section 8.01 Access. In addition to any right of access arising by operation of law, Contractor, and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG), and the State Auditor's Office (SAO), unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records (including financial records, and client and patient records, if any), books, papers or documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Payments will not foreclose the right of the Department and HHSC to recover excessive or illegal payments. Contractor shall make available to the Department information collected, assembled or maintained by Contractor relative to this Contract for the Department to respond to requests that it General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI receives under the Public Information Act. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards. Section 8.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds will apply to Contract funds disbursed by Contractor to its subcontractors, and Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 8.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site will be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection,program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance Article of these General Provisions. ARTICLE IX NOTICE REQUIREMENTS Section 9.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); Family Planning (Titles V, X and XX); Primary Health Care; Maternal and Child Health; and Women, Infants and Children (WIC) Nutrition Services. Contractor shall make a good faith effort to comply with child abuse reporting guidelines and requirements in Tex. Fain. Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.us/childabusereporting as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. Section 9.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Program Attachment significant incidents involving substantial disruption of Contractor's program operation, or affecting or potentially affecting the health, safety or welfare of Department-funded clients or participants within seventy-two (72)hours of discovery. Section 9.03 Litigation. Contractor shall notify the contract manager assigned to the Program Attachment of litigation related to or affecting this Contract and to which Contractor is a party within seven (7) calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, including environmental and civil rights matters, professional liability, and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, if any. Section 9.04 Action Against the Contractor. Contractor shall notify the contract manager assigned to the Program Attachment if Contractor has had a contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three (3) working days of the suspension or termination. Such notification must include the reason for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the contract; and the contract or case reference number. If General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Contractor, as an organization, has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three (3) working days of the surrender, suspension or revocation to the contract manager assigned to the Program Attachment by submitting a one-page description that includes the reason(s) for such action; the name and contact information of the local, state or federal department or agency or entity; the date of the license action; and a license or case reference number. Section 9.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Program Attachment of Contractor's insolvency, incapacity, or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three (3) working days of the date of determination that Contractor is insolvent or incapacitated, or the date Contractor discovered an unpaid obligation to the IRS or TWC. Contractor shall notify in writing the contract manager assigned to the Program Attachment of its plan to seek bankruptcy protection within three (3) working days of such action by Contractor or Contractor's governing body. Section 9.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Program Attachment, any knowledge of debarment, suspected fraud, or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at http://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at http://www.oig.hhs.gov/fraud/hotline/ no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 9.07 Criminal Activity and Disciplinary Action. Contractor affirms that no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. Contractor shall notify in writing the contract manager assigned to the Program Attachment if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that would constitute a criminal offense equal to or greater than a Class A misdemeanor or if such activity would reasonably constitute grounds for disciplinary action by a state or federal regulatory authority, or has been placed on community supervision,received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall make the reports required by this section no later than three (3) working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Contractor shall-not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed by DSHS. Section 9.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 9.09 Documentation. Contractor shall maintain appropriate documentation of all notices required under these General Provisions. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI ARTICLE X ASSURANCES AND CERTIFICATIONS Section 10.01 Certification. Contractor certifies by execution of this Contract to the following: a) it is not disqualified under 2 CFR§ 376.935 or ineligible for participation in federal or state assistance programs; b) neither it,nor its principals, are presently debarred, suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180(parts A-I),45 CFR Part 76(or comparable federal regulations); c) it has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d) it is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e) it is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f) that no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare,Medicaid,or a federal block grant; g) neither it,nor its principals have within the three(3)-year period preceding this Contract,has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,or performing a private or public(federal, state or local)transaction or contract under a private or public transaction,violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid-rigging),or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements or false claims,tax evasion,obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h) neither it,nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity(federal, state or local)with the commission of any of the offenses enumerated in subsection g)of this section; and i) neither it,nor its principals within a three(3)-year period preceding this Contract has had one or more public transaction(federal, state or local)terminated for cause or default. Contractor shall include the certifications in this Article, without modification (except as required to make applicable to the subcontractor), in all subcontracts and solicitations for subcontracts. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Program Attachment. If Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Program Attachment. Section 10.02 Child Support Delinquencies. As required by Tex. Fam. Code § 231.006, a child support obligor who is more than thirty (30) calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least twenty-five percent (25%) is not eligible to receive payments from state funds under a contract to provide property, materials, or services or receive a state-funded grant or loan. If applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract, and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 10.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and that a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 10.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service, or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 10.05 Ineligibility to Receive the Contract. (a) Pursuant to Tex. Gov. Code § 2155.004 and federal law, Contractor is ineligible to receive this Contract if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement(s) of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor, nor its employees, nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document on which this Contract is based; (b) Pursuant to Tex. Gov. Code §§ 2155.006 and 2261.053, Contractor is ineligible to receive this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law, or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005; (c) Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Tex. Gov. Code §§ 2155.004, 2155.006 or 2261.053, and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 10.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Tex. Bus. & Comm. Code § 15.01, et seq. Contractor certifies that neither Contractor, nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws, nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XI GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 11.01 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building,health,fire, and safety standards. Section 11.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Program Attachment, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Tex. Gov. Code Chapter 2161 and 34 Tex. Admin. Code § 20.14 et seq. Contractors may obtain a list of HUBs at http://www.window.state.tx.us/procurement/pro /g hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by reference in this Contract. If Contractor desires to make a change in the plan, Contractor must obtain prior approval of the revised plan from the Department's HUB Coordinator before proposed changes will be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15'h day of each month for the prior month's activity, if there was any such activity, in accordance with 34 Tex. Admin Code § 20.16(c). Section 11.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Tex. Gov. Code § 2155.4441. Section 11.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they are in good standing with all state and federal funding and regulatory agencies; are not currently debarred, suspended, or otherwise excluded from participation in federal grant programs; are not delinquent on any repayment agreements; have not had a required license or certification revoked; are not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and have not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three (3) years any license issued by the Department. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. Section 11.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract,Contractor acknowledges that its employees, subcontractors,joint venture participants or agents will not be eligible for unemployment compensation from the Department or the State of Texas. Section 11.06 Authority to Bind. The person or persons signing this Contract on behalf of Contractor, or representing themselves as signing this Contract on behalf of Contractor, warrant(s) and guarantee(s) that they have been duly authorized by Contractor to execute this Contract for Contractor and to validly and legally bind Contractor to all of its terms. Section 11.07 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract will be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department will not enter into a contract with Contractor for three(3) years from the date of termination. Section 11.08 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Program Attachment within ten (10) business days of any change to Contractor's name; contact information; key personnel; organizational structure, such as merger, acquisition or change in form of business; legal standing; or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the Amendments section of these General Provisions. Section 11.09 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS, and from using the Department's name, logo or website link in any manner that is intended, or that could be perceived, as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization,program, services or product, without the express written consent of DSHS. ARTICLE XII GENERAL TERMS Section 12.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this Contract, without the prior written consent of the Department. Section 12.02 Lobbying. Contractor shall comply with Tex. Gov. Code § 556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Program Attachment a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or will be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. Contractor shall file the declaration, certification, and disclosure at the time of application for this Contract; upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and at the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Program Attachment. Contractor shall include this provision in any subcontracts. Section 12.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain, any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family), or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Program Attachment within 10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within ten(10) days of when the subcontractor becomes aware of the actual or potential conflict of interest. Section 12.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. Contractor shall submit to the contract manager assigned to the Program Attachment the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party will perform under this Contract. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall comply with Tex. Gov. Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law,regulations or circulars, which may include 45 CFR § 74.42. Section 12.05 Intellectual Property. Texas Health and Safety Code §12.020 authorizes DSHS to protect General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI intellectual property developed as a result of this Contract. a) "Intellectual property"means created property that may be protected under copyright,patent,or trademark/service mark law. b) For purposes of this Contract,intellectual property prepared for DSHS use,or a work specially ordered or commissioned through a contract for DSHS use is a"work made for hire." DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not,by operation of law,vest in DSHS,or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights,title and interest therein to DSHS. DSHS has the right to obtain and hold in its name any and all patents,copyrights,registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. c) If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property,the federal awarding agency reserves a royalty-free,nonexclusive, and irrevocable license to reproduce,publish,or otherwise use, and to authorize others to use,for federal government purposes (1)the copyright in any intellectual property developed under this Contract including any subcontract and(2) any rights of copyright to which a Contractor purchases ownership with contract funds. Contractor shall place an acknowledgment of federal awarding agency grant support and a disclaimer, as appropriate,on any publication written or published with such support and,if feasible,on any publication reporting the results of or describing a grant-supported activity. An acknowledgment must be to the effect that"This publication was made possible by grant number from(federal awardin ag -epU)"or"The project described was supported by grant number from federal awarding agency)"gency)" and"Its contents are solely the responsibility of the authors and do not necessarily represent the official views of the(federal awarding agency)." d) If the terms of a federal grant award the copyright to Contractor,DSHS reserves a royalty-free, nonexclusive,worldwide and irrevocable license to reproduce,publish or otherwise use, and to authorize others to use,for DSHS,public health, and state governmental noncommercial purposes(1)the copyright,trademark, service mark, and/or patent on an invention,discovery,or improvement to any process,machine, manufacture,or composition of matter;products;technology; scientific information; trade secrets; and computer software,in any work developed under a grant, subgrant,or contract under a grant or subgrant; and(2) any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds. e) If the results of the contract performance are subject to copyright law,Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Program Attachment. Section 12.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non-copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs, software licenses with a value of$500 or more, etc. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision will survive the termination or expiration of this Contract. Section 12.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted,proposed and accepted. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 12.08 Legal Notice. Any notice required or permitted to be given by the provisions of this Contract will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 12.09 Successors. This Contract will be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 12.10 Headings. The articles and section headings used in this Contract are for convenience of reference only and will not be construed in any way to define, limit or describe the scope or intent of any provisions. Section 12.11 Parties. The Parties represent to each other that they are entities fully familiar with transactions of the kind reflected by the contract documents, and are capable of understanding the terminology and meaning of their terms and conditions and of obtaining independent legal advice pertaining to this Contract. Section 12.12 Survivability of Terms. Termination or expiration of this Contract or a Program Attachment for any reason will not release either party from any liabilities or obligations in this Contract that(a) the parties have expressly agreed will survive any such termination or expiration, or (b) remain to be performed or(c) by their nature would be intended to be applicable following any such termination or expiration. Section 12.13 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Tex. Gov. Code Chapter 2114 regarding Customer Service surveys. Section 12.14 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties, except as otherwise specified in the Contractor's Notification of Change to Certain Contract Provisions section or the Contractor's Request for Revision to Certain Contract Provisions section of this Article. Contractor's request for amendments must be submitted in writing, including a justification for the request, to the contract manager assigned to the Program Attachment; and if an amendment is requested during the last quarter of the Contract or Program Attachment term, as applicable, Contractor's written justification must include a reason for the delay in making the request. Revision or other amendment requests may be granted at the discretion of DSHS. Except as otherwise provided in this Article, Contractor shall not perform or produce, and DSHS will not pay for the performance or production of, different or additional goods, services, work or products except pursuant to an amendment of this Contract that is executed in compliance with this section; and DSHS will not waive any term, covenant, or condition of this Contract unless by amendment or otherwise in compliance with this Article. Section 12.15 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a) Contractor's contact person and contact information; b) Contact information for key personnel, as stated in Contractor's response to the Solicitation Document,if any; and c) Minor corrections or clarifications to the Contract language that in no way alter the scope of work, objectives or performance measures. Contractor within ten (10)calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section. The notification may be by letter, fax or email. Section 12.16 Contractor's Request for Revision of Certain Contract Provisions. A Contractor's Revision Request is an alternative method for amending certain specified provisions of this Contract that is General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI initiated by Contractor, but must be approved by DSHS. An amendment to the Contract for a change in clinic hours or location may be made through a Contractor's Revision Request, rather than through the amendment process described in the Amendment section of this Article. In order to request a revision of clinic hours or location, Contractor shall obtain a Contract Revision Request form from the DSHS website at hqp://www.dshs.state.tx.us/grants/forms.shtm and complete the form as directed by the Department. Two (2) copies of the completed form must be signed by Contractor's representative who is authorized to sign contracts on behalf of Contractor, and both original, signed forms must be submitted to the contract manager assigned to the Program Attachment. Any approved revision will not be effective unless signed by the DSHS Director of the Client Services Contracting Unit. A separate Contractor Revision Request is required for each Program Attachment to be revised. Circumstances of a requested contract revision may indicate the need for an amendment described in the Amendment section of this Article rather than a contract revision amendment under this section. Section 12.17 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY DEPARTMENT OR THE STATE OF TEXAS OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT DEPARTMENT OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 12.18 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 12.19 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non-action or default under this Contract will not constitute a waiver of either party's rights under this Contract. Section 12.20 Electronic and Information Resources Accessibility and Security Standards. e) This section applies if the Contract requires the Contractor to procure or develop Electronic and Information Resources(EIR)for DSHS,or to change any of DSHS's EIR. This section also applies if the Contract requires the Contractor to perform a service or supply goods that include EIR that(i)DSHS employees are required to use or permitted access to;or(ii)members of the public are required to use or permitted access to.This section does not apply to incidental uses of EIR in the performance of a contract,unless the parties agree that the EIR will become property of the state or will be used by DSHS clients after completion of the Contract. f) Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies,provided they result in substantially equivalent or greater access to and use of a product/service. g) Definitions. 1) "Accessibility Standards"means the Electronic and Information Resources Accessibility Standards in 1 Tex. Admin. Code Chapter 213, and the Web Site Accessibility Standards/Specifications in 1 Tex. Admin. Code Chapter 206. 2) "Electronic and Information Resources"means information resources,including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation,conversion,duplication,or delivery of data or information. The term includes,but is not limited to,telephones and other telecommunications products,information kiosks, transaction machines,Internet websites,multimedia resources, and office equipment,including General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI copy machines and fax machines. 3) "Products"means information resources technologies that are,or are related to,EIR. h) Accessibility Requirements. Under Tex. Gov. Code Chapter 2054, Subchapter M, and implementing rules of the Department of Information Resources (DIR),DSHS must procure Products that comply with the Accessibility Standards when such Products are available in the commercial marketplace or when such Products are developed in response to a procurement solicitation. Accordingly,Contractor shall provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. i) Evaluation,Testing and Monitoring. DSHS may review,test,evaluate and monitor Contractor's Products and associated documentation and technical support for compliance with the Accessibility Standards. Review,testing,evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither(1)the review,testing (including acceptance testing),evaluation or monitoring of any Product,nor(2)the absence of such review,testing,evaluation or monitoring,will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. Contractor shall cooperate fully and provide DSHS and its representatives timely access to Products,records, and other items and information needed to conduct such review,evaluation,testing and monitoring. j) Representations and Warranties. Contractor represents and warrants that(i) as of the effective date of the Contract,the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Contract,unless and to the extent the Parties otherwise expressly agree in writing; and(ii)if the Products will be in the custody of the state or a DSHS client after the Contract expiration or termination,the Products will continue to comply with such Accessibility Standards after the expiration or termination of the Contract term, unless DSHS and/or client, as applicable,uses the Products in a manner that renders it noncompliant. In the event Contractor should have known,becomes aware,or is notified that the Product and associated documentation and technical support do not comply with the Accessibility Standards,Contractor represents and warrants that it will,in a timely manner and at no cost to DSHS,perform all necessary steps to satisfy the Accessibility Standards,including but not limited to remediation,replacement, and upgrading of the Product,or providing a suitable substitute. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. k) Remedies. Pursuant to Tex.Gov. Code §2054.465,neither Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Tex. Gov. Code Chapter 2054, Subchapter M, and rules of the DIR. In the event of a breach of Contractor's representations and warranties, Contractor will be liable for direct and consequential damages and any other remedies to which DSHS may be entitled. This remedy is cumulative of any and all other remedies to which DSHS may be entitled under this Contract and other applicable law. Section 12.21 Force Majeure. Neither Party will be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severe weather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order, or acts of God. The existence of any such cause of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other by any reasonable method(phone, email, etc.) and, as soon as practicable, must submit written notice with proof of receipt, of the existence of a force majeure event or otherwise waive the right as a defense to non- performance. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 12.22 Interim Contracts. The Parties agree that the Contract and/or any of its Program Attachments will automatically continue as an "Interim Contract" beyond the expiration date of the term of the Contract or Program Attachment(s), as applicable, under the following circumstances: (1) on or shortly prior to the expiration date of the Contract or Program Attachment, there is a state of disaster declared by the Governor that affects the ability or resources of the DSHS contract or program staff managing the Contract to complete in a timely manner the extension, renewal, or other standard contract process for the Contract or Program Attachment; and(2) DSHS makes the determination in its sole discretion that an Interim Contract is appropriate under the circumstances. DSHS will notify Contractor promptly in writing if such a determination is made. The notice will specify whether DSHS is extending the Contract or Program Attachment for additional time for Contractor to perform or complete the previously contracted goods and services (with no new or additional funding) or is purchasing additional goods and services as described in the Program Attachment for the term of the Interim Contract, or both. The notice will include billing instructions and detailed information on how DSHS will fund the goods or services to be procured during the Interim Contract term. The Interim Contract will terminate thirty (30) days after the disaster declaration is terminated unless the Parties agree to a shorter period of time. Section 12.23 Cooperation and Communication. Contractor shall cooperate with Department staff and, as applicable, other DSHS contractors, and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. ARTICLE XIII BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 13.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a) failure to properly provide the services and/or goods purchased under this Contract; b) failure to comply with any provision of this Contract including failure to comply with all applicable statutes,rules or regulations; c) failure to pay refunds or penalties owed to the Department; d) failure to comply with a repayment agreement with Department or agreed order issued by the Department; e) discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; f) any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract;or g) Contractor is on or is added to the Excluded Parties List System(EPLS). Section 13.02 General Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and will determine remedies or sanctions on a case-by-case basis. Contractor is responsible for complying with all of the terms of this Contract. The listing of or use of one or more of the remedies or sanctions in this section does not relieve Contractor of any obligations under this Contract. A state or federal statute, rule or regulation, or federal guideline will prevail over the provisions of this Article unless the statute, rule, regulation, or guideline can be read together with the provision(s) of this Article to give effect to both. If Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a) terminate this Contract or a Program Attachment of this Contract as it relates to a specific program type. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI In the case of termination,the Department will inform Contractor of the termination no less than thirty (30)calendar days before the effective date of the termination in a notice of termination,except for circumstances that require immediate termination as described in the Emergency Action section of this Article. The notice of termination will state the effective date of the termination,the reasons for the termination, and,if applicable, alert Contractor of the opportunity to request a hearing on the termination pursuant to Tex. Gov. Code Chapter 2105 regarding administration of Block Grants. Contractor shall not make any claim for payment for services provided from the effective date of termination; b) suspend all or part of this Contract. Suspension is an action taken by the Department in which the Contractor is notified to temporarily discontinue performance of all or a part of the Contract, as of the effective date of the suspension pending DSHS's determination to terminate or amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed during suspension,unless expressly authorized by the notice of suspension; c) deny additional or future contracts with Contractor; d) temporarily withhold cash payments. Temporarily withholding cash payments means the temporary withholding of payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e) permanently withhold cash payments. Permanent withholding of cash payment means that Department retains funds billed by Contractor for(1)undocumented,disputed,inaccurate,improper,or erroneous billings; (2)material failure to comply with Contract provisions;or(3)indebtedness to the United States or to the State of Texas; f) declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or upon the Department's determination that this Contract was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; g) request that Contractor be removed from the Centralized Master Bidders List(CMBL)or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; h) delay execution of a new contract or contract renewal with Contractor while other imposed or proposed sanctions are pending resolution; i) demand repayment from Contractor when it has been verified that Contractor has been overpaid,e.g., because payments are not supported by proper documentation or failure to comply with Contract terms; j) pursue a claim for damages as a result of breach of contract; k) require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant,if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds,fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; 1) withhold any payment to Contractor to satisfy any recoupment,liquidated damages or any penalty(if the penalty is permitted by statute) and imposed by DSHS, and take repayment from funds available under this Contract,in amounts necessary to fulfill Contractor's payment or repayment obligations; m) reduce the Contract term; n) recoup improper payments when Contractor has been overpaid,e.g.,because payments are not supported by proper documentation,improper billing or failure to comply with Contract terms; o) assess liquidated damages; or p) impose other remedies, sanctions or penalties permitted by statute. Section 13.03 Notice of Remedies or Sanctions. Department will formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction(s), the reasons for General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI imposing them, the corrective actions, if any, that must be taken before the actions will be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. Other than in the case of repayment or recoupment, Contractor is required to file, within fifteen (15) calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. If requested by the Department, the written response must state how Contractor shall correct the noncompliance (corrective action plan) or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanction(s). If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department will provide written notice to Contractor of Department's final decision. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the approved corrective action plan. If DSHS determines that repayment is warranted, DSHS will issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS will recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 13.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case-by- case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XIV CLAIMS AGAINST THE DEPARTMENT Section 14.01 Breach of Contract Claim. The process for a breach of contract claim against the Department provided for in Chapter 2260 of Tex. Gov. Code and implemented in the rules at 25 Tex. Admin. Code §§4.11-4.24 will be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 14.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260, Subchapter B, Tex. Gov. Code. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS's Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260, Subchapter B, are being invoked. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, Subchapter C,Tex. Gov. Code. Section 14.03 Sole Remedy. The contested case process provided in Chapter 2260, Subchapter C, Tex. Gov. Code, is Contractor's sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by DSHS if the Parties are unable to resolve their disputes under this Article. Section 14.04 Condition Precedent to Suit. Compliance with the contested case process provided in Chapter 2260, Subchapter C, Tex. Gov. Code, is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this Contract by DSHS nor any other conduct of any representative of DSHS relating to this Contract will be considered a waiver of sovereign immunity to suit. General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI Section 14.05 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a claim constitutes grounds for the suspension of performance by Contractor, in whole or in part. ARTICLE XV TERMINATION AND TEMPORARY SUSPENSION Section 15.01 Expiration of Contract or Program Attachment(s). Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Program Attachment will end upon the expiration date of that Program Attachment unless extended or renewed by written amendment. Prior to completion of the term of all Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article. Section 15.02 Effect of Termination. Termination is the permanent withdrawal of Contractor's authority to obligate previously awarded funds before that authority would otherwise expire or the voluntary relinquishment by Contractor of the authority to obligate previously awarded funds. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable, to DSHS or another entity designated by DSHS. Upon termination of all or part of this Contract, Department and Contractor will be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. In addition, Contractor's obligations to retain records and maintain confidentiality of information will survive this Contract. Section 15.03 Acts Not Constituting Termination. Termination does not include (1) refusal to extend the term of a program attachment; (2) non-renewal of a contract or program attachment at Department's sole discretion; or (3) voiding of a contract upon determination that the award was obtained fraudulently, or was otherwise illegal or invalid from inception. Section 15.04 Termination or Temporary Suspension Without Cause. a) Either Party may terminate this Contract or Program Attachment, as applicable,with at least thirty(30) calendar days prior written notice to the other Party,except that if Contractor seeks to terminate a Contract or Program Attachment, as applicable,that involves residential client services,Contractor shall give the Department at least ninety(90)calendar days prior written notice and shall submit a transition plan to ensure client services are not disrupted. b) The Parties may terminate this Contract or Program Attachment, as applicable,by mutual agreement. c) DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations,budget cuts,transfer of funds between programs or health and human service agencies, amendments to the Appropriations Act,health and human services consolidations or any other disruption of current appropriated funding for this Contract or Program Attachment. Contractor will be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension,Contractor shall discontinue performance under the Contract as of the effective date of the suspension,for the duration of the suspension. d) Department may terminate this Contract or Program Attachment, as applicable,immediately when,in the sole determination of Department,termination is in the best interest of the State of Texas. Section 15.05 Termination For Cause. Either Party may terminate for material breach of this Contract with at least thirty(30) calendar days written notice to the other Party. Department may terminate this Contract, in whole or in part, for breach of contract or for any other conduct that jeopardizes the Contract objectives, by General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI giving at least thirty (30) calendar days written notice to Contractor. Such conduct may include one or more of the following: a) Contractor fails to adhere to any laws,ordinances,rules,regulations or orders of any public authority having jurisdiction; b) Contractor fails to communicate with Department or fails to allow its employees or those of its subcontractor to communicate with Department as necessary for the performance or oversight of this Contract; c) Contractor breaches a standard of confidentiality with respect to the services provided under this Contract; d) Department determines that Contractor is without sufficient personnel or resources to perform under this Contract or that Contractor is otherwise unable or unwilling to fulfill any of its requirements under this Contract; e) Department determines that Contractor,its agent or another representative offered or gave a gratuity (e.g.,entertainment or gift)to an official or employee of DSHS or HHSC for the purpose of obtaining a contract or favorable treatment; f) Department determines that this Contract includes financial participation by a person who received compensation from DSHS to participate in developing,drafting or preparing the specifications, requirements or statement(s)of work or Solicitation Document on which this Contract is based in violation of Tex. Gov. Code § 2155.004; or Department determines that Contractor was ineligible to receive this Contract under Tex. Gov. Code §§2155.006 or 2261.053 related to certain disaster response contracts; g) Contractor appears to be financially unstable. Indicators of financial instability may include one or more of the following: 1) Contractor fails to make payments for debts; 2) Contractor makes an assignment for the benefit of its creditors; 3) Contractor admits in writing its inability to pay its debts generally as they become due; 4) if judgment for the payment of money in excess of$50,000(that is not covered by insurance)is rendered by any court or governmental body against Contractor, and Contractor does not(a) discharge the judgment or(b)provide for its discharge in accordance with its terms,or(c) procure a stay of execution within thirty(30)calendar days from the date of entry of the judgment,or(d)if the execution is stayed within the thirty(30)-day period or a longer period during which execution of the judgment has been stayed, appeal from the judgment and cause the execution to be stayed during such appeal while providing such reserves for the judgment as may be required under Generally Accepted Accounting Principles; 5) a writ or warrant of attachment or any similar process is issued by any court against all or any material portion of the property of Contractor, and such writ or warrant of attachment or any similar process is not released or bonded within thirty(30)calendar days after its issuance; 6) Contractor is adjudicated bankrupt or insolvent; 7) Contractor files a case under the Federal Bankruptcy Code or seeks relief under any provision of any bankruptcy,reorganization, arrangement,insolvency,readjustment of debt,dissolution, receivership or liquidation law of any jurisdiction,then in effect,or consents to the filing of any case or petition against it under any such law; 8) any property or portion of the property of Contractor is sequestered by court order and the order remains in effect for more than thirty(30)calendar days after Contractor obtains knowledge of the sequestration; 9) a petition is filed against Contractor under any state reorganization, arrangement,insolvency, General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI readjustment of debt,dissolution,receivership or liquidation law of any jurisdiction,then in effect, and the petition is not dismissed within thirty(30)calendar days;or 10) Contractor consents to the appointment of a receiver,trustee,or liquidator of Contractor or of all or any part of its property; or h) any required license,certification,permit,registration or approval required to conduct Contractor's business or to perform under this Contract is not obtained or is revoked, surrendered,expires,is not renewed,becomes inactive or is suspended. Section 15.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. If either Party gives notice of its intent to terminate all or a part of this Contract, Department and Contractor shall attempt to resolve any issues related to the anticipated termination in good faith during the notice period. ARTICLE XVI VOID, SUSPENDED,AND TERMINATED CONTRACTS Section 16.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 16.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, or is suspended, or is terminated for cause is not eligible for expansion of current contracts, if any, or new contracts or renewals until, in the case of suspension or termination, the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void, any amount paid is subject to repayment. Section 16.03 Appeals Rights. Pursuant to Tex. Gov. Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Tex. Gov. Code Chapter 2001. ARTICLE XVII CLOSEOUT Section 17.01 Cessation of Services At Closeout. Upon expiration of this Contract or Program Attachment, as applicable, (and any renewals of this Contract or Program Attachment) on its own terms, Contractor shall cease services under this Contract and shall cooperate with DSHS to the fullest extent possible upon expiration or prior to expiration, as necessary, to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. Upon receiving notice of Contract or Program Attachment termination or non-renewal, Contractor shall immediately begin to effect an orderly and safe transition of recipients of services to alternative service providers, as needed. Contractor also shall completely cease providing services under this Contract or Program Attachment by the date specified in this Contract termination or non-renewal notice. Contractor shall not bill DSHS for services performed after termination or expiration of the Contract or Program Attachment once this Contract or Program Attachment is terminated or has expired. Upon termination, expiration (with no renewal) or non-renewal of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 17.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against billings. Section 17.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within sixty (60) calendar days after the Contract or Program Attachment end date. Unless otherwise provided under the Billing Submission section of the Payment Methods and Restrictions Article, the Department is not liable for any claims that are not received within sixty (60) calendar General Provisions (Core Vendor 2014)(June 6, 2013) Page: GI days after the end date of the Contract or Program Attachment, as applicable. Section 17.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and will result in a refund due, which Contractor shall pay within the time period established by the Department. Section 17.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections, or other transactions. General Provisions (Core Vendor 2014)(June 6, 2013) Page: G1 CONTRACT NO. 2014-043952 PROGRAM ATTACHMENT NO. 001 PURCHASE ORDER NO. 0000396349 CONTRACTOR: CITY OF CORPUS CHRISTI DSHS PROGRAM: SEAFOOD & AQUATIC LIFE TERM: 09/01/2013 THRU: 08/31/2014 SECTION I. STATEMENT OF WORK: Contractor shall provide laboratory services for the analysis of bay water samples collected by the Department of State Health Services (DSHS). Tests shall be performed in a laboratory certified to meet United States(U.S.)Food and Drug Administration requirements for shellfish waters testing. SECTION II. PERFORMANCE MEASURES: Contractor shall: • Provide testing capacity for a minimum of forty(40)laboratory analysis tests of bay water samples per day for DSHS field offices. The number of laboratory analysis tests of bay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15; • Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC) modified A-1 method for Most Probable Number(MPN) using multiple-tube fermentation; • Be available for providing analyses a minimum of six (6) days a week, 8:00 am to 5:00 pm; • Make results available to DSHS by phone and fax within two(2)hours of completion of laboratory analyses and mail legible, reproducible, laboratory result forms to DSHS at the following address: Department of State Health Services Attn: Seafood and Aquatic Life Group PO Box 149347 MC: 1987 Austin, Texas 78714-9347 • Be accessible by land and air travel, and be in a location where delivery services are available which can guarantee overnight delivery; • Be certified by the U.S. Food and Drug Administration or its certifying agency, the Texas Department of State Health Services, for analysis of shellfish waters; • Meet laboratory proficiency standards as set forth in Laboratory Procedures for the Examination of Seawater and Shellfish, fifth edition, 1985, or the latest edition accepted by the U.S. Food and Drug Administration, for analysis of shellfish by laboratories that have been cleaned and autoclaved; and • Return bay water sample bottles to the originating DSHS field office in containers supplied by DSHS,return PROGRAM ATTACHMENT—Page 1 freight collect, to DSHS. SECTION Ill. SOLICITATION DOCUMENT: Exempt-Governmental Entity. SECTION IV. RENEWALS: DSHS may renew the Program Attachment for up to one(1) additional one(1) year terms at DSHS's sole discretion. SECTION V. PAYMENT METHOD: Fee for Service SECTION VI. BILLING INSTRUCTIONS: Contractor shall submit a State of Texas Purchase Voucher (Form B-13) monthly, for services performed each month to: Department of State Health Services Claims Processing Unit MC: 1940 PO Box 149347 Austin, Texas 78714-9347 Contractor may submit the State of Texas Purchase Voucher(Form B-13)via facsimile at(512)458-7442 ore-mail at mailto:invoices@dshs.state.tx.us. Form B-13 shall include the total number of laboratory tests performed for which results are reported. Compensation for tests shall be based on the bidder's test fee schedule for the test. Payment under this contract Attachment is subject to availability of funds. If funds become unavailable,DSHS shall immediately notify Contractor in writing. Contractor will be relieved of further performance under this contract Attachment if and as of the time it is notified in writing that funds are or will be unavailable. SECTION VII. BUDGET: DSHS will pay Contractor an amount of$25.00 for each completed and satisfactorily performed fecal coliform test. Total payments will not exceed$22,500.00 SOURCE OF FUNDS: State SECTION VIII. SPECIAL PROVISIONS: N/A PROGRAM ATTACHMENT—Page 2 se _ AGENDA MEMORANDUM First Reading Ordinance Item for the City Council Meeting of October 8, 2013 Mry° Second Reading Ordinance for the City Council Meeting of October 22, 2013 DATE: 9/18/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director of Development Services MarkVV @cctexas.com (361) 826-3897 Appropriating $63,794.00 from the NO. 4220 Trust Fund to reimburse 15T Investments, LLC for wastewater improvements for Lot 2, Block 13 Airport Industrial Subdivision CAPTION: Ordinance appropriating $63,794.00 from the NO. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse 15T Investments, LLC., ("Developer"), for the extension of a 10-inch sanitary sewer collection line, including all related appurtenances for development of Lot 2, Block 13 Airport Industrial Subdivision, as specified in the wastewater collection line extension construction and reimbursement agreement. PURPOSE: Reimburse 15T Investments, LLC., for the installation of 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement approved on March 19, 2013. Monies were not appropriated at the time of the agreement due to lack of funds. BACKGROUND AND FINDINGS: Per Section 8.5.2.E Credits and Reimbursements of the Unified Development Code ("UDC'), 15T Investments, LLC, is requesting a reimbursement for the development of Lot 2, Block 13, Airport Industrial Subdivision Block. The subdivision is located along the south side of State Highway 44; east of Heinsohn Road and west of North Padre Island Drive (SH 358). The development required the extension of 1,196 linear feet of 10-inch PVC pipe for extension of wastewater collection line in order to provide adequate wastewater to the property. The subject property will be served by a proposed 10-inch PVC wastewater line which will connect to an existing 8—inch wastewater at the northend. ALTERNATIVES: Denial of the Ordinance OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: 15T Investments, LLC., has installed 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Sanitary Sewer Collection Line Trust Fund Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $217,141.87 Encumbered / Expended Amount $30,493.11 This item $63,794.00 BALANCE $122,854.76 Comments: RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Wastewater Collection Line Extension Construction and Reimbursement Agreement ORDINANCE APPROPRIATING $63,794.00 FROM NO. 4220 SANITARY SEWER COLLECTION LINE TRUST FUND TO REIMBURSE 15T INVESTMENTS, LLC., ("DEVELOPER") FOR THE EXTENSION OF A 10- INCH SANITARY SEWER COLLECTION LINE, INCLUDING ALL RELATED APPURTENANCES FOR DEVELOPMENT OF LOT 2, BLOCK 13, AIRPORT INDUSTRIAL SUBDIVISION, AS SPECIFIED IN THE WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBUREMENT AGREEMENT. WHEREAS, On March 19, 2013, the City of Corpus Christi approved a Wastewater Collection Line Extension Construction and Reimbursement Agreement with 15T Investments, LLC., a Texas limited liability company for development of Lot 2, Block 13, Airport Industrial Subdivision in the amount of$63,794.00. WHEREAS, The subdivision is located along the south side of State Highway 44; east of Heinsohn Road and west of North Padre Island Drive (SH 358). WHEREAS, The development required the extension of 1,196 linear feet of 10-inch wastewater collection line in order to provide adequate wastewater to the property. WHEREAS, Monies were not appropriated at the time of the approval of the Wastewater Collection Line Extension Construction and Reimbursement Agreement due to lack of funds in the Sanitary Sewer Collection Line Trust Fund. WHEREAS, 15T Investments, LLC., has installed 1,196 linear feet of 10-inch PVC wastewater collection line as specified in the wastewater collection line extension construction and reimbursement agreement. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funding in the amount of $63,794.00 is appropriated from the No. 4220 Sanitary Sewer Collection Line Trust Fund to reimburse the Developer for construction of the collection line in accordance with the Agreement. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor WASTEWATER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEIVIENTm-i-, STATE OF TEXAS COUNTY OF NUECES This Wastewater Collection Line Extension Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and 15T Investments, LLC ("Developer/Owner'), a Texas limited liability company. WHEREAS, the Developer/Owner, in compliance with the City's Unified Development Code ("UDC"), has a plat, approved by the Planning Commission on July 18, 2012, to develop a tract of land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial Subdivision, located on the south side of State Highway 44, east of Heinsohn Road, and west of North Padre Island Drive, as shown in the attached Exhibit 1, the content of such exhibit being incorporated by reference into this Agreement. WHEREAS, under the UDC, the Developer/Owner is responsible for construction of the wastewater collection line extension ("Wastewater Extension"); WHEREAS, under the UDC, the Developer/Owner is eligible for reimbursement of the Developer/Owner's costs for the construction of Wastewater Extension; WHEREAS, it is to the best interest of the City that the Wastewater Extension be constructed to its ultimate capacity under the City's applicable Master Plan; WHEREAS, Section 8.5.2.E.2 of the UDC authorizes the acceptance of applications to be eligible for reimbursement in the future when funds become fully available in the Wastewater Collection Line Trust Fund and are appropriated by the City Council; and WHEREAS, the Developer/Owner has submitted an application for reimbursement of the costs from the Wastewater Collection Line Trust Fund for installing the Wastewater Extension, as shown in Exhibit 2, the content of such exhibit being incorporated by reference into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION. Developer/Owner shall construct the Wastewater Extension in compliance with the City's UDC and under the plans and specifications approved by the City's Development Services Engineer. 2. PLANS AND SPECIFICATIONS. a. Developer/Owner shall contract with a professional engineer, acceptable to the City's Development Services Engineer, to prepare plans and specifications for the Wastewater Extension, as shown in the attached Exhibit 3, the content of such exhibit being incorporated by reference into this Agreement, with the following basic design: 1. Install 1,196 linear feet of 10-inch PVC pipe; 2. Install four (4) 4-foot diameter manholes; and 3. Install 1,196 linear feet trench safety b. The Wastewater Extension must begin at the northwest corner of Russell Farm Block 6 and extend east along the south side of State Highway 44 approximately 1,765 feet to the existing wastewater line at the northwest corner of Gibson Lane and North Padre Island Drive (SH 358). c. The plans and specifications must comply with the City's Wastewater Standards Detail Sheets and Standard Specifications. d. Before the Developer/Owner starts construction, the plans and specifications must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Wastewater Extension, Developer/Owner shall acquire and dedicate to the City the required additional public utility easements ("Easements"), if any, necessary for the completion of the Wastewater Extension. If any of the property needed for the Easements is owned by a third party and the Developer/Owner is unable to acquire the Easements through reasonable efforts, then the City will use its powers of eminent domain to acquire the Easements. 4. PLATTING FEES. Developer/Owner shall pay to the City the required acreage fees and pro- rata fees as required by the UDC for the area of the Wastewater Extension. 5. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer/Owner shall award a contract and complete the Wastewater Extension, under the approved plans and specifications, by February 28, 2014. 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties and obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT. The following events shall constitute default: a. Developer/Owner fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval of this Agreement by the City Council. b. Developer/Owner's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services and to the Development Services Engineer by the 60th calendar day after the date of approval of this Agreement by the City Council. c. Developer/Owner fails to award a contract for the construction of the Wastewater Extension, according to the approved plans and specifications, by the 90th calendar day after the date of approval of this Agreement by the City Council. Wastewater Ext Collectn and Reimb Agrnt 15T Investmts Airport Indus vFinal Page 2 of 7 d. Developer/Owner's contractor does not reasonably pursue construction of the Wastewater Extension under the approved plans and specifications. e. Developer/Owner's contractor fails to complete construction of the Wastewater Extension, under the approved plans and specifications, on or before February 28, 2014. f. Either the City or the Developer/Owner otherwise fails to comply with its duties or obligations under this Agreement. 9. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non-defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in sufficient detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ("Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should the Developer/Owner fail to perform any obligation or duty of this Agreement, the City shall give notice to the Developer/Owner, at the address stated in section 11, of the need to perform the obligation or duty and, should the Developer/Owner fail to perform the required obligation or duty within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to the Developer/Owner by reducing the reimbursement amount due to the Developer/Owner. e. In the event of an uncured default by the Developer/Owner, after the appropriate notice and Cure Period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default; 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project; and/or 3. Perform any obligation or duty of the Developer/Owner under this Agreement and charge the cost of such performance to the Developer/Owner. The Developer/Owner shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date the Developer/Owner receives notice of the cost of performance. In the event the Developer/Owner pays the City under the preceding sentence and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and Cure Period, the Developer/Owner has all its remedies at law or in equity for such default. Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 3 of 7 10. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party claiming force majeure shall give written notice of the full particulars of the force majeure to the other party within ten (10) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent affected by the force majeure, are suspended during the continuance of the inability claimed but for no longer period, and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other party in writing at the following address: 1. If to the Developer/Owner: 15T Investments, LLC Attn: Steven W. Tipps 13513 Camino De Plata Ct. 78418 P. O. Box 261037 Corpus Christi, Texas 78406 2. If to the City: City of Corpus Christi Attn: Director, Development Services Department 2406 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 with a copy to: City of Corpus Christi Attn: Assistant City Manager, Business Support Services 1201 Leopard Street 78401 P. O. Box 9277 Corpus Christi, Texas 78469-9277 b. Notice must be made by United States Postal Service, First Class mail, certified, return receipt requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change the address for notices by giving notice of the change under the provisions of this section. Wastewater Ext Collectn and Reimb Agmt 15T investmts Airport Indus vFinal Page 4 of 7 12. THIRD PARTY BENEFICIARY. Developer/Owner's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the Wastewater Extension, contracts for testing services, and contracts with the contractor for the construction of the Wastewater Extension must provide that the City is a third party beneficiary of each contract. 13. PERFORMANCE AND PAYMENT BONDS. Developer/Owner shall, before beginning the work that is the subject of this Agreement, execute a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $25,000. The performance and payment bonds must comply with Texas Government Code, Chapter 2253. 14. WARRANTY. Developer/Owner shall fully warranty the workmanship of and function of the Wastewater Extension and the construction of the Wastewater Extension for a period of one year from and after the date of acceptance of the facilities by the City's Director of Engineering Services and Development Services Engineer. 15. REIMBURSEMENT. a. Subject to the conditions for reimbursement from the Wastewater Collection Line Trust Fund and the appropriation of funds, the City will reimburse the Developer/Owner the reasonable actual cost of the Wastewater Extension up to an amount not to exceed $63,794.00 as shown in the attached Exhibit 4, the contents of such exhibit being incorporated by reference into this Agreement. b. The City agrees to reimburse the Developer/Owner on a monthly basis upon invoicing for work performed. The reimbursement will be made no later than 30 days from the date of the invoice. Developer/Owner shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. To be eligible for reimbursement, the work must be completed in a good and workmanlike manner and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreement is terminated by the City as a result of an uncured default by the Developer/Owner and at a time when there has been a partial completion and/or partial payment for the improvements, then the City shall only reimburse the Developer/Owner for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that the uncured default occurred. 16. INDEMNIFICATION. DEVELOPER/OWNER SHALL FULLY INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, OFFICIALS, EMPLOYEES, AND AGENTS ("INDEMNITEES") FROM AND AGAINST ALL SUITS, CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, EXPENSES, LIABILITY, DAMAGES AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST CITY FOR ANY AND ALL PROPERTY DAMAGE OR INJURIES SUSTAINED BY ANY PERSON, INCLUDING WITHOUT LIMITATION, WORKERS' COMPENSATION, PERSONAL INJURY OR DEATH, ARISING FROM OR INCIDENT TO, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 5 of 7 PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION OF THE WASTEWATER EXTENSION. 17. COVENANT RUNNING WITH THE LAND. This Agreement is a covenant running with the land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial Subdivision, a subdivision in Corpus Christi, Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County, Texas. The duties, rights, and obligations of the Agreement are binding on and inure to the benefit of the Developer/Owner's successors or assigns. 18. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by the Developer/Owner to another without the written approval and consent of the City's City Manager. 19. DISCLOSURE OF INTEREST. Developer/Owner agrees, in compliance with the City Ordinance No. 17110, to complete, as part of this Agreement, the Disclosure of Interest form attached to this Agreement as Exhibit 5. 20. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and the Developer/Owner and their respective heirs, successors, and assigns from and after the date of final execution by all parties. 21. AUTHORITY. The person signing this Agreement on behalf of each of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. EXECUTED IN TRIPLICATE originals this day of 20J3. ATTEST: CITY CORPUS RISTI Armando Chapa Wes Pierson City Secretary Assistant City r, designee of the City Manager APPROVED AS TO FORM: , 2013 0 Elizabet Hundley � Assist City Attorney ""°'°^-• DUI +����. for the City Attorney C"NO Y,fi���F7'A Rv Wastewater Ext Collectn and Reimb Agmt 15T Investmts Airport Indus vFinal Page 6 of 7 15T INVESTMENTS, LLC By: Steven W. Tipps Manager STATE OF TEXAS § C 0 U N TY 0 F This instrument was acknowledged before me on - C 2013, by Steven W. Tip,ps, Manager, 15T Investments, LLC, a Texas limited Ii flity company, on',be-half of said company. �21 Texas �iimitel=rll I otary P S Signature( KATRINA MARIE WILLIAMS Notary Public, State of Texas My Commission Expires July 08, 2014 F .10 Wastewater Ext Collectri and Reimb Agmt 15T Investrrits Airport Indus vFinal Page 7 of 7 .............. Ago W 5 obs i nil 9 qn; N" i ig it l fit 1 2 Q6 It y1w 009 too. H arlh. les esw� .nA z M 0 co Q A 1100d if HIM 1 11 Li pool . A 11 tigh 1 a. 1 W! LO T Rine; cl�o S'' Of ? MEN: a NO g K I L I i�wvj.2 1 - is NE 1 3 1 a 1 f W us; j! P"O It A Lu 5: oil M" P A lit um1mv MAW N�M�Na n-27---S ART, `n W, U owl -5 APPLICATION FOR WASTE WATER REIMBURSEMENT We, 15T Investments, LLC, P.O. Box 261037, Corpus Christi, TX 78426, owner and developer of proposed AIR-PORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby request reimbursement of $63,794.00 for the installation of the waste water collection line in conjunction with said lot,as provided for by City Ordinance No. 17092.$95,899.56 the construction cost,including I I%Engineering and Surveying,as shown by the cost supporting documents attached herewith. By: Title: President Date: February 4, 2013 THE STATE OF "TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on February 4,2013 2013, by Steven Tipps (Name), President _(Title), of 15T Investments, LLC, a Texas Corporation, on behalf of the said corporation, y ,J tary Publi i and KATRINA MARIE WILLIAMS S Texas x] a, tary Pu li i and for Nueces ounty,Texas Notary Public, State of Texas My commission Expires Duly ly 0.. '0,4 uly 08, 2014 ti or CERTIFICATION The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) Sufficiency of funds in the Collection Line Trust Fund, and (b) Appropriation and approval by the City Council. e5-/ 1Development ervices 'Engineer (Date) EXHIBIT 2 (Page 1 of 2) APPLICATION FOR WASTE WATER CREDIT We,15T Investments,LLC,P.O.Box 261037,Corpus Christi,TX 78426,owners and developers of proposed AIRPORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby apply for $12,75. credit towards the waste water acreage fee for the collection line Extension in conjunction with said subdivision as provided for by City Ordinance No. 17092. $95,899.5 is the construction cost, including I I% Engineering and Surveying, as shown by the cost supporting documents attached herewith. By: 2 Title: Date: L I L 1 2. THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on Z-) 2013, by S (Name), = ti _(Title), of - " 15T Investments, LLC, a Texas Corporation, on behalf of the said corporation. Public n�brth State as KATRINA MARIE WILLIAMS X S N lotary Public,State of Texas my commission Expkes july 08, 2014 EXHIBIT 2 (Page 2 of 2) U D p F- 0 z W a u) � � x U N AGNES ST. " w ' N PROP 8" WTR `� Z W HWY 44 w m nc ww a. z a ° m i z pq o :1 M L Z z W w ' S FT PROP 10" SS LINE EXHIBIT SH❑WING OFFSITE SANITARY SEWER AND WATER IMPROVEMENTS, AIRPORT INDUSTRIAL SUBDIVISION, BLK 13, LOT 2 1' = 800' BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB-1, JOB N0, 12048, SCALE: 1" = 60' PLOT SCALE: SAME, PLOT DATE: 10/10/12, SHEET 1 OF 1 Exhibit 3 1/14/2013 SS1 EST.XLS AIRPORT INDUSTRIAL SUBDIVISION BLOCK 13, LOT 2 OFFSITE WASTE WATER REIMBURSEMENT ITEM NO. ITEM QTY. UNIT UNIT PRICE AMOUNT 1 10"PVC PIPE 1196 LF $50.00 $59,800.00 2 4'DIA. MANHOLE 4 EA $6,350-00 $25,400.00 3 TRENCH SAFETY 1,196 LF $1.00 $1,196.00 SUBTOTAL $86,396.00 Engineering and Surveying 11% $9,503.56 SUBTOTAL $95,899.56 Less Fee Value of Property' -$12,758.80 TOTAL $83,140.76 'FEE VALUE=8.35 AC X$1,528IAC=$12,758.80 MAXIMUM AMOUNT REIMBURSEABLE ITEM AMOUNT 50%x FEE VALUE OF PROP x AVERAGE PIPE DIAM. 0.5 x 12,758.80 x 10= $63,794.00 Exhibit 4 CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with"NA". FIRST NAME: 15T Investments, LLC STREET: 5901 State Hwy 44 CITY': Corpus Christi ZIP: 78406 FIRM IS: ❑1. Corporation ❑2. Partnership 03. Sole Owner []4. Association R]5. Other Limited Partne[shi��> DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm". Name Job,Title and City Department(if known) None None 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm". Name Title None None 1 State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm". Name Board, Commission, or Committee None None 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 35 or more of the ownership in the above named"firm". Name Consultant None None CERTIFICATE I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Steven Tipps Title: Member (Type or Print) Signature of Certifying Person: Date: 12/13/2012 Exhibit 5 ~+ 1) Ii �() A.. ":'�.'T C1 .L -'25 ;E3� # Poyes 14 04/11/2813 3i86PM 0fficiol Records of NUECES C8QNTY DIANA T. BAKKERA COUNTY CLERK Fees $67.08 Al y »rovisiuu hereio wbich rest.ricts tbe Soler Regal or use of the described KEAL PROPERTY becouse of Rmce, Color, Reliyion, Sex, Hmndicun, Familial Stutms, or HotimuuI Qriyia is iuvulid and uuenforceuble under FEDERN- LA�, �/1�/89. STATE OF TEXAS Ca'UNTY 0F NUEAES I herehy certife that this was FILED in file number senueuce on the dote and at the time stomped herein by me, and wus 601e RECORDED in the Officiul Public Recards mf ^ Hueceo Cmunty, Texns r���� 6iuno T. Bmrp�o —' .[\oA .�— � 4A.A�� ^ � * A"V —��{�0� � �^,^�� � ^ " � » °^� ~ se _ AGENDA MEMORANDUM First Reading Ordinance Item for the City Council Meeting of October 8, 2013 Mry° Second Reading Ordinance for the City Council Meeting of October 22, 2013 DATE: 9/17/13 TO: Ronald L. Olson, City Manager FROM: Mark E. Van Vleck, P.E., Director of Development Services MarkVV @cctexas.com (361) 826-3897 Approval of Ordinance to reimburse Wal-Mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive CAPTION: Ordinance appropriating $647.90 of interest earned in the NO. 4730 Infrastructure Fund and transfer to NO. 3530 Streets CIP Fund; and appropriating $102,218.24 from the NO. 4730 Infrastructure Fund to reimburse Wal-Mart Real Estate Business Trust; and approving $194,180.07 to reimburse Wal-Mart Real Estate Business Trust from the NO. 4730 Infrastructure Fund for Y2 street construction cost of constructing Dunbarton Oaks Drive for Cimarron Estates. PURPOSE: Approval of Ordinance to reimburse Wal-Mart Real Estate Business Trust for the shared cost to construct Dunbarton Oaks Drive and Cimarron Estates. BACKGROUND AND FINDINGS: On August 12, 1997, the City of Corpus Christi (the "CITY') accepted $69,267.05 from First Worthing Company as payment in lieu of First Worthing Company's obligation to construct one- half of Dunbarton Oaks and supporting public utility infrastructure as required to develop and plat Brighton Village Unit 5, Block 1, Lot 3. On April 11, 2006, the CITY entered into a deferment agreement with Mostaghasi Investment Trust for Cimarron Estates and accepted, appropriated and restricted $83,250.49 in an interest- bearing Infrastructure Trust Fund No. 4730 in order to reimburse Wal-Mart Real Estate Business Trust for the construction and completion of Dunbarton Oak Drive and related storm water improvements. On August 17, 2010, the CITY entered into a deferment agreement with Wal-Mart Real Estate Business Trust and accepted a letter of credit in the amount of $1,086,487.05 for Cimarron Center Subdivision and agreed to award the funds to Wal-Mart Real Estate Business Trust which were deposited with the CITY pursuant to the previously executed First Worthing Company and Mostaghasi Investment Trust deferment agreements. Such funds were being held in CITY interest bearing accounts, yielding a total amount of$194,180.07. The initial deposit of $69,267.05 from First Worthing Company has accrued $32,951.19 in interest earnings. The initial deposit of $83,250.49 from Mostaghasi Investment Trust has accrued $8,711.34 in interest earnings. This ordinance as presented will streamline the required appropriations and transfers of deferment agreement amounts along with interest earned to reimburse Wal-Mart Real Estate Business Trust for their shared cost of constructing Dunbarton Oaks Drive. Wal-Mart has completed Dunbarton Oaks Drive, and the public improvements were accepted by the CITY on July 11, 2012. ALTERNATIVES: Denial of Ordinance OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Wal-Mart Real Estate Business has constructed Dunbarton Oaks Drive per the deferment agreement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X No. 4730 Infrastructure Trust Fund Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget 194,180.07 194,180.07 Encumbered / Expended Amount 0.00 0.00 This item 194,180.07 1947180.07 BALANCE 0.00 0.00 Fund(s): Dunbarton Oaks (21606) —Security $69,267.05, interest $32,951.19 Cimarron Estates (21367) —Security $83,250.49, interest $8,711.34 Comments: RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance-First Worthing Company Deferment Agreement-Mostaghasi Investment Trust Ordinance-Mostaghasi Deposit to reimburse Wal-Mart Real Estate Business Trust Deferment Agreement—Wal-Mart Real Estate Business Trust ORDINANCE APPROPRIATING $647.90 OF INTEREST EARNED IN THE NO. 4730 INFRASTRUCTURE FUND AND TRANSFER TO NO. 3530 STREETS CIP FUND; AND APPROPRIATING $102,218.24 FROM THE NO. 4730 INFRASTRUCTURE FUND TO REIMBURSE WAL-MART REAL ESTATE BUSINESS TRUST; AND APPROVING $194,180.07 TO REIMBURSE WAL-MART REAL ESTATE BUSINESS TRUST FROM THE NO. 4730 INFRASTRUCTURE FUND FOR '/2 STREET CONSTRUCTION COST OF CONSTRUCTING DUNBARTON OAKS DRIVE FOR CIMARRON ESTATES. WHEREAS, On August 12, 1997, the City of Corpus Christi (the "CITY') accepted $69,267.05 from First Worthing Company as payment in lieu of First Worthing Company's obligation to construct one-half of Dunbarton Oaks and supporting public utility infrastructure as required to develop and plat Brighton Village Unit 5, Block 1, Lot 3. WHEREAS, On April 11, 2006, the CITY entered into a deferment agreement with Mostaghasi Investment Trust for Cimarron Estates and accepted, appropriated and restricted $83,250.49 in an interest-bearing Infrastructure Trust Fund No. 4730 in order to reimburse Wal-Mart Real Estate Business Trust for the construction and completion of Dunbarton Oak Drive and related storm water improvements. WHEREAS, On August 17, 2010, the CITY entered into a deferment agreement with Wal-Mart Real Estate Business Trust and accepted a letter of credit in the amount of $1,086,487.05 for Cimarron Center Subdivision and agreed to award the funds to Wal-Mart Real Estate Business Trust which were deposited with the CITY pursuant to the previously executed First Worthing Company and Mostaghasi Investment Trust deferment agreements. Such funds were being held in CITY interest bearing accounts, yielding a total amount of $194,180.07. WHEREAS, The initial deposit of $69,267.05 from First Worthing Company has accrued $32,951.19 in interest earnings. WHEREAS, This ordinance as presented will streamline the required appropriations and transfers of deferment agreement amounts along with interest earned to reimburse Wal-Mart Real Estate Business Trust for their shared cost of constructing Dunbarton Oaks Drive. WHEREAS, Wal-Mart completed Dunbarton Oaks Drive, and the public improvements were accepted by the CITY on July 11, 2012. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Interest earnings of $341.06 from Dunbarton Oaks, and interest earnings of $306.84 from Cimarron Estates for the sum of $647.90 is appropriated and transferred from No. 4730 Infrastructure Fund to 3530 Streets CIP Fund. SECTION 2. Security held from First Worthing Company authorized by Ordinance #023030 in the amount of $69,267.05 and interest earnings of $32,951 .19 for the sum of $102,218.24 is appropriated for reimbursement to Wal-Mart Real Estate Business Trust for 1/ street construction costs of Dunbarton Oaks Drive from No. 4730 Infrastructure Fund. SECTION 3. Reimbursement to Wal-Mart Real Estate Business Trust in the amount of $194,180.07 is approved from the No. 4730 Infrastructure Fund for the shared cost to construct Dunbarton Oaks Drive. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb The foregoing ordinance was read for the second time and passed finally on this the day of , 20137 by the following vote: Nelda Martinez Chad Magill Kelley Allen Colleen McIntyre Rudy Garza Lillian Riojas Priscilla Leal Mark Scott David Loeb PASSED AND APPROVED this the day of , 2013 ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO ACCEPT $69,267.05 FROM FIRST WORTHING COMPANY AS PAYMENT IN LIEU OF CONSTRUCTING ONE-HALF OF DUNBARTON OAKS AND THE SUPPORTING PUBLIC UTILITY INFRASTRUCTURE ("IMPROVEMENTS") THAT ARE REQUIRED TO DEVELOP AND PLAT BRIGHTON VILLAGE UNIT 5,BLOCK 1,LOT 3;ESTABLISHING A CITY INTEREST-BEARING ACCOUNT IN THE INFRASTRUCTURE TRUST FUND TO DEPOSIT THE FUNDS, WHICH ARE RESTRICTED FOR COMPLETION OF THE IMPROVEMENTS WHEN THE PROPERTY ABUTTING THE IMPROVEMENTS AND OPPOSITE BRIGHTON VILLAGE UNIT 5, BLOCK 1, LOT 3 ARE PLATTED; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager, or his designee is accepting $69,267.05 from First Worthing Company as payment in lieu of constructing one-half of Dunbarton Oaks and the supporting Public Utility Infrastructure ("Improvements") that are required to develop and plat Brighton Village Unit 5, Block 1, Lot 3, and includes the following specifications: 1) First Worthing is paying $69,267.05 in lieu of improvements that are required to plat and develop Brighton Village Unit 5, Block 1, Lot 3, which include an approximate 600-foot extension of Street pavement with supporting sanitary sewer and drainage service typically found in a Collector Street Right-of-Way. An Engineer's Cost Estimate for this extension establishes the Developer's contribution at$69,267.05. 2) First Worthing Company must deposit the $69,267.05 escrow amount with the City before the plat known as Brighton Village Unit 5, Block 1, Lot 3 can be recorded. A note citing that cash in lieu of construction of a half street and supporting public infrastructure referenced by Ordinance number will be added to the plat prior to plat recordation. 3) Upon payment of the $69,267.05, First Worthing Company is relieved from any future obligation to construct any public improvements as it relates to Brighton Village Unit 5, Block 1, Lot 3. AG19715000.282.1 a SECTION 2. That a city interest-bearing account is established to deposit the Developer's $69,267.05 contribution that restricts use of the said monies for the completion of "Improvements" at the time of platting and development of the property (Lot 8, Section 11, Flour Bluff&Encinal Farm & Garden Tracts)directly adjacent to and abutting the secured"Improvement". SECTION 3. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings so that this ordinance is assed and shall take effect upon first reading as an emergency measure this the day of , 1997. ATTEST: THE CITY OF CORPUS CHRISTI City Secretary MAYOR The City of Corpus Christi Legal form approved , 1997; James R. Bray, Jr., City Attorney. By: Alison Gallaway, Assistant City Attorney AG19715000.282.la Corpus Christi, Texas M I h day of 14k� , 1997. TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we,therefore,request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, N MAYOR THE CITY OF CORPUS CHRISTI Council Members The above ordinance was passed by the following vote: Loyd Neal Q Jaime Capelo Melody Cooper Alex L. Garcia, Jr. Arnold Gonzales ' Betty Jean Longoria John Longoria d4; Edward A. Martin Dr. David McNichols AG19715000.282.1a DEFERMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Agreement is entered into between the City of Corpus Christi, a Texas home rule municipality, 1201 Leopard Street, Corpus Christi, Texas 78401 (hereinafter "City") and Mostaghasi Investment Trust, 6333 Queen Jane Street, Corpus Christi, Texas 78414, (hereinafter "Developer"), WHEREAS, Developer in compliance with the City's Platting Ordinance, has filed a plat to develop a tract of land "Cimarron Estates" (herein called "Development"); WHEREAS, the plat of Cimarron Estates, Exhibit 1, approved by the Planning Commission on February 23, 2005 provides for the construction of one half of Dunbarton Oak Drive and one-half of a 72-inch storm sewer public improvements; WHEREAS, the Platting Ordinance, Section III, Paragraph H, Subparagraph 5, requires Developer to construct seventy-five percent (75%) of the required on-site and off-site, public improvements, including construction of street pavement and storm sewer, Exhibit 2, prior to the time that the above said plat of the Development is filed for record WHEREAS, the Developer is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the improvements required by Section III, Paragraph H, Subparagraph 5, of the Platting Ordinance; WHEREAS, the Developer has deposited the sum of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) check, which is 110% of the estimated cost of constructing the deferred improvements, as shown on the costs estimate, which is attached hereto and incorporated herein as Exhibit 3, with the CITY OF CORPUS CHRISTI WHEREAS, the City Attorney and Director of Finance have approved this transaction; WHEREAS, the Developer has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements, and maintenance agreements and all special covenants have been completed; and WHEREAS, the Developer is entering into this Deferral Agreement as required by Section IV-Required Improvements, Subsection A.12.(c) of the Platting Ordinance. NOW, THEREFORE. the City and Developer agree as follows: 2006-132 04/11/(16 112006-1115 Mostauhasi Ins estment Trust 1. The City agrees to waive the requirement that required improvements be seventy-five percent (75%) complete before the final plat is endorsed by the City's Director of Engineering and further agrees to allow the Developer to defer the completion of the construction of the required improvements, including construction of the of street pavement and storm sewer, as shown in Exhibit 2, (hereinafter "deferred improvements"), until the City causes said improvements to be constructed as a portion of an overall plan. 2. The Developer has deposited Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) check, Exhibit 4, with the City of Corpus Christi, which is 110% of the estimated cost of constructing the deferred improvements, which is attached and incorporated into this agreement. 3, The principal amount of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49)shall be placed by the City in an interest bearing account and the total sum, both principal and interest, shall be made available to the City of Corpus Christi solely for the construction of the deferred improvements hereunder. Such funds shall not be used for any other purpose whatsoever. 4. The City agrees the sum of Eighty-three Thousand Two Hundred-fifty and 49/100 ($83,250.49) cash, or 110% of the estimated cost of the deferred improvements has been received by the City, and that the City's Director of Engineering Services shall issue a "Final Letter of Acceptance" for Cimarron Estates to the Developer once all other subdivision requirements have been approved and accepted by the City of Corpus Christi. Mostaahasi Investment Trust 6333 Queen Jane Street Corpus Christi, Texas 78414 5. The City's Director of Engineering Services, at Developer's expense, shall file of record this Deferment Agreement in the records of Nueces County. 6. No party may assign this Deferment Agreement or any rights hereunder with the prior written approval of the other parties. 7. Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personally, by fax or by certified mail, shall be deemed sufficiently given if addressed to the appropriate party at the address noted opposite the signature of such party. Any party may, by notice to the other in accord with the provisions of this paragraph, specify a different address or addressee for notice purposes. 8. This Agreement shall be construed under and in accordance with the laws of the State of Texas. All obligations of the parties created hereunder are performable in Nueces County, Texas. Any and all lawsuits pursuant hereto shall be brought in Nueces County, Texas. 9 The Developer further agrees, in compliance with the City of Corpus Christi Ordinance No. 17113, to complete, as part of this Agreement, the Disclosure of Ownership interests form attached hereto as Exhibit 5. 10. This Agreement shall be executed in triplicate, all original copies of which shall be considered one instrument. When all original copies have been executed by the City, and at least two original copies have been executed by the Developer, this Agreement shall become effective and binding upon and shall inure to the benefits of the parties and their respective heirs, successors and assigns EXECUTED in triplicate this &-rik day of APWL.- , 2006. George Mostaghasi Mostaghasi Investment Trust ("Developer") 6333 Queen Jane Street Corpus Christi, Texas 78414 PHONE NUMBERS By: STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the 4;W day of "L... , 2006, bye "4eww*1Aa 1 __, in the capacity herein stated and as the act and deed of said entity. NO RY PUBLIC/STATE OF TEXAS eNLf oOr 1 Deferment Agre7ent l doc V CITY OF CORPUS CHRISTI ("City") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 880-3500 Facsimile: (361) 880-3501 ATTEST .� By: By: Ax-� ARMANDO CHAPA GE K. NOE City Secretary tity Manager THE STATE OF TEXAS § COUNTY OF NUECES § This ins s acknowledged before me on the day of , 2006, by GEORGE K. NOE, City Manager for the CITY OF CORP S RISTI, a Texas municipal cnq n beh alf o d c poration. _i; TAMERA L RILEY ^ ;-; Notary Public STATE OF TEXAS NOTARY PUBLIC, STATE OF TE S ?roa My Comm. Ezp. 05-26-2008 APP O=AS is �t`__ day of ' 2006. By: Gary` mith Assistant City Attorney For the City Attorney tea► . ; �i ou Deferment Agreement final.doc M = 4-o 5 sa o k � IF < 2 k t y' Y d �i �k S 9 °°a NIX g .5 A�Hh G"y �,~. f amauaf nr d a ' ~m < w r Qea� a w 'Yf Rlllba2 U L W F-< El A Z V X ',m Sf3�O�3JNi J yf Z Li W I U i Vl J Q E a�SJ! w -u s �' ]SI� S vl O❑ Y uo o - a a 4� �� W°gym A J Wj a EXHIBIT 1 (Page 1 of 3) M W W Q hie U.-W Rm $ xJW °o a L�U E3 WI I " as' N H �..i 3. io O 66 ct m ° 2roG aA OI 11.OE LS i2s a OT =f 3 g PA" .op npl I 3.0E.LG.82N I I m a e-11 02 o s .Be ec 1 .ao L9.82N °�� 9 e 1!e0a :31N rwn[tlna m I a ^ a 98981 AAE.LS.B2S ti W �o n.OE.CC.82S OC nS .QD'Ef T—60 0'EC .00'Gr 9 N 6E sz sz - 3n .G L — -82y —— — — — --' -- l'1 .G L ——— — — OL .00 c LL'BG ,00'[S cc'ES 00'EG _00'Ct 3.DE.LG.B2N _00'GS �1 " a1 E -- -- S—C -- _.I — — O x Imo' Z W �I I `� Wm °S a " �: " I, u �� _.� ols yr! " I W�Q � _.^ , n" it � l.7 Q W a, 32 0 N I H _ nA ___. - � z 41 W W n x fS .00'EG + __00'ES �AO � :.L EI 3.oE LG.BZm ° rrYY77// N �-.r B[ '3�♦ �]lNl ]0tlN1YtlQ ,B9 98f A,Of.LG.B22 " ee 49 91 n.a.LG.Bas Ln(/ O O i O Ay 20 c Wvi % �I$ m _ m ��f++ 4 .61 SS_. .2E ES G]OS- L;0'OS -_.00 JG .a0 DS .00'cc �33a IS'ESf 3.0E.LS.B2m ,\ 3af11nJ 3Na NI Q31N31c3 .OS 98r nAE.LS.82S 1S 3S 3-N31R.— 3aIdiN 01 1N3N3SV3 S[H1 '1N3N3SV]QNnOatlmnnl Aatla0d1131 .Si%.60'SS B1 ES/ A.OE,CS.82$ -- + �J S AAE.CG.B2S d 60'SS; 6E'ES�.pp nC 1C'Ot AO'ut 00 iIS .00'OS T00'OS �" �`�'Sf \ A0'WI I � �` MA .01 - _:� .00'06 3.OE.4G.8211 I — za 16E'ES ,pQilG— •00 OS n .Sf�,00 Ot Aa'OG— AO'OS 1q roG _04_'S9— - n a'N L a '29 n 'lv3d .3 9NIQap]]tl tl M 99I d '29 A '1Vld O1 9111QY1]]tl _ .�J d 1 L6 E 20n fN SV3.d]01 'a'Q (61 'd "tL1t A iN3N 3�d]AE ` r limn NVO N01"E c.1 111A 311 y -:Nn atl' 1191 39tl 1tl 30b ll;n 3N1 EXHIBIT I (Page 2 of 3) .ORf 1A7 1aNIK0 ,00 'DOE N,OE,LS.B2S �§ M - -- - - - 3� y -- - - -— HUM C� N` r@ of N U tiF.m W�N ; V R r J Q 2 P v,o o M� r - I AG 90E 3.00 1L.Y2r, I r i I r— — I I I = I I ' I I I tlf I i � I ti- I I sfo I I - -Jfio-- -I I - , y o I � I I I I r W I o o 3R o _ da oz z I 2 4 a-o �zR M 3.00.(L Aal IY A I I, __`__ — AO'C21 SAC.LL.BD, 3Ci3'1 AI _.00'L21 AA[,LL J2S FXNIRIT 1 (Pace 3 of 3) r CL DUNBARTON OAK DRIVE FUTURE 60' DUNBARTON OAK DRIVE (40' BB FUTURE STREET) i - - 6."04' 56'E 845. 14 0 TYP c' C&G 7YF:-� ti 1 — W I S F6 z N n a Li o 5 Lo 33' TDE 4" Z 3 W i U W 3 I L FL4j I LOT 1 R1 W Ld W Z J � (Y A W W o Q. U -. N B7 A - � MARR❑N ESTATES S RE` 1 �'1ND ST❑RM SEWER -'EFERMENT AGREEMENT 0 i i i rBASS AND WELSH ENGiNEf RING CORPUS CHRISTI, TX COMP. NO EXB-STR-S10 DWG JOB NG :)4038 SCALE- - 100' PLOT SCALE SAME 'LOT DATE 2;`15/06 7HEET .. EXHIBIT 2 COST ESTIMATE C'IMARRON ESTATES --- _ - DEFERRED CONSTRUCTION ITEM ' DESCRIPTIO>\ QUANTITY UNIT UNIT PRICE AMOUNT - -- _ STREET ITEMS 2 HMAC 1180 S)' $8.50 10,030.00 EXCAVATION V CALICHE BASF L S 2,450.00 2,450.00 1 180 LS 8.50 10,030.00 8" LIME STABILIZED SUBGRADE TO 1' 13C 740 SN' 3.75 2,775.00 6 4'' THICK REINFORCED CONCRETE WALK 2257 SF 2.80 6,319.60 6 CURB& GUTTER 555 LF 10.50 5,827.50 -+--- SUB-TOTAL STREET ITEMS $37,432.10 ITEM DESCRIPTI0� QUANTITY UNIT UNIT PRICE AMOUNT STORM SEWER ITEMS _- , - !7 RCP INCLUDING ALSO BACKFILL 15 LF $200.00 $31,400.00 _RUSHED STONE EMBEDMENT FOR RCP 157 LF 10.00 $1,570.00 SUB-TOTAL STORM SEWER ITEMS $32,970.00 - --- _ SUB-TOTAL $70,402.10 _ 7-5%ENGINEERING $5,280.16 SUB-TOTAL $75,682.26 10%ADDITIONAL(CITY ORD.) $7,568.23 TOTAL DEFERMENT $83,250.49 i EXHIBIT 3 88-2141 SUN-GEORGE CONTRACTING ttas zs 5879 y 3802 BR.00KHAMPTON PH. 361-765-4422 0034000034 CORPUS CHRIST! TX -8414 DAT - `O�LLARS FIRST NATIONAL BANK -FUL ,li• MU MMKATM 060%la" 1161.7165 � C1151LW94AVCE p6 11 WliBl 9 2 11, L Si: 58 ? 911.00 3 40000 EXHIBIT 4 cY r Y CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 7112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. �Every question must be answered. If the question is not applicable, answer with"NA". FIRM NAME: .C.CQAQ..4... 1�i.C�RT.!��it�l�►.1...... ................. . . . ................................................................. STREET: —6.333— Lt hl.. .�0►,hLC. . 5.7....... CITY: ........... ZIP: �.�.�'.�.�-....... FIRM is: ;-orporation ❑ 2. Partnership ❑ 3 Sole Owner ❑ 4. Association ❑ Dther ❑ ... ................................................................. — - DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1 State the names of each "employee" of the City of Corpus Christi having an `ownership interest"constituting 3% or more of the ownership in the above named "firm". Name lob Title and City Department(if known) . ................................................................. _ .... ............................................................. 2. State the names of each `official' of the City of Corpus Christi having an "ownership interest' constituting 3% or more of the ownership in the above named "firm". Name Title / ' - I Ir, ,+� ................................... A . . ................................................................. 3 Mate the names of each "board member"of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named "firm". Name Board, Commission or Committee ................................................................. _ __ ..,. , .._ ...... _............................................................... 4. State the names of each employee or officer of a "consultant'for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Te s as changes occur. Certifying Person ...... Title:.,©W.!A,t^ or Prints Signature of Certifying Person: . Date: ...,..�p..�.O..0 EXHIBIT 5 I Pagel of 2 ORDINANCE APPROPRIATING AND RESTRICTING $83,250.49 (AND THE ACCRUED INTEREST) IN THE INTEREST-BEARING INFRASTRUCTURE TRUST FUND NO. 4730 TO REIMBURSE 1 WAL-MART REAL ESTATE BUSINESS TRUST (DEVELOPER) - UPON COMPLETION OF DUNBARTON OAK DRIVE AND RELATED STORM WATER IMPROVEMENTS, IN ACCORDANCE WITH SECTION IV, PARAGRAPH A, SUBPARAGRAPH 12 OF THE PLATTING ORDINANCE; AND DECLARING AN EMERGENCY BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $83,250.49 (and the accrued interest) is appropriated in the interest-bearing Infrastructure Trust Fund No. 4730 and restricted for reimbursing Wal-Mart Real Estate Business Trust (Developer) upon completion of Dunbarton Oak Drive and related storm water improvements, in accordance with Section IV, Paragraph A, Subparagraph 12 of the Platting Ordinance. SEC_T_IO.N-2.—U.pon written-request of-the-Mayor-or-five-Council-member-s—copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 17th day of August, 2010. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Joe Adarde City Secretary Mayor AP ROVED AS TO FORM: 3-Aug-10 Veronica Ocanas Assistant City Attorney For City Attorney X2726. 081710 ORD APP$83,250.49 to reimburse Wal-Mart Real Estate Trust-Cimarron Estates Subdivision i N D i Page 2of2 Corpus Christi, Texas jNayofZ_o�, 2010 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, i Joe Adap6e Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez ,c Mark Scott _)40 t$t_ 028726 081710 ORD APP$83,250.49 to reimburse Wal-Mart Real Estate Trust-Cimarron Estates Subdivision CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV,Sections 7&8) I,the Director of Financial Services of the City of Corpus Christi,Texas(or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract„agreement,obligation or expenditure described below is in the Treasury to the credit of the Fund specified below,from which it is to be brawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: August 17,20X0 a. Ordinance appropriating$83,250.49,held in an interest-bearing account in the hiftastructure Fund for the Cimarron Estates Subdivision Developer's share of the future construction of Dunbarton Oak Drive and related storm-sewer improvements;and declaring an emergency. Amount Required: 8� 3.250.49 Fund Name Fund No.' Org.No. Account No. Project No. Amount -_ Infrastructure 4730 �C 13,r j $ 83,250.49 Total $83,250.49 , ❑Certification Not Required Director of Financial Services Date: } F ' k • _ Ep{[` l F f .l i f 1 Do0w 201.0103624-10 pcues JA 09127'/2010 435,PM Official Recoi-ds of DEFERMENT AGOOJ�- IJNTY COUNTY CLERK STATE OF TEXAS § F*ees $67 00 COUNTY OF NUECES § 4. This_Deferment Agreement, (hereinafter "AGREEMENT") is entered into between the City of Corpus Christi, Texas, a Texas Home Rule Municipality, (hereinafter"CITY") and WAL-MART REAL ESTATE BUSINESS TRUST, a Delaware trust (hereinafter"DEVELOPER"), and pertains to deferral of the completion of certain improvements required prior to filing the final plat of Cimarron Center Subdivision, located south of Saratoga Boulevard and west of Cimarron Boulevard,which was approved by the Planning Commission on July 7, 2010. A copy of the plat is attached and incorporated as Exhibit 1. WHEREAS, the DEVELOPER is obligated under Section III, Paragraph H, Subparagraph 5, of the Platting Ordinance to construct seventy-five percent (75%) of the required improvements, before the final plat is endorsed by the CITY'S Engineer. Detailed construction drawings must be provided by the DEVELOPER and approved by the CITY Departments of Development Services and Engineering prior to the start of construction; WHEREAS, the DEVELOPER is seeking to defer, for a period of up to five (5) years, the construction of the water, sanitary sewer, storm sewer, and road improvements (hereinafter the "deferred improvements"), as shown in Exhibit 2, as required by the CITY'S Platting Ordinance; j WHEREAS, the DEVELOPER is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the required improvements as required by Section 111, Paragraph H, Subparagraph 5, of the Platting Ordinance; WHEREAS, the DEVELOPER will deposit, with the CITY, an irrevocable letter of credit, in the amount of$1,086,487.05, which represents the true estimated costs to be paid by DEVELOPER for construction of the deferred improvements, as is more fully explained in paragraphs 2 and 12 contained herein and as shown on the attached cost estimate, which is attached and incorporated as Exhibit 3; WHEREAS, the CITY Attorney and Director of Finance have approved this transaction; WHEREAS, the DEVELOPER has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements maintenance agreements or special covenants have been completed; WHEREAS, the DEVELOPER is entering into this AGREEMENT as required by Section V, Paragraph A, Subparagraph 3. b) of the Platting Ordinance; NOW, THEREFORE, for the consideration set forth hereinafter, the CITY and DEVELOPER agree as follows: 2010-375 M2010-187 08/17/10 Wal-Mart Real Estate Bus. Trust MEMO I _ Page 2 of 7 1. The CITY hereby aives the requirement that construction of the deferred y q improvements be completed before the final plat is endorsed by the CITY Engineer and filed for record with the County Clerk of Nueces County and further agrees to allow the DEVELOPER to defer construction of the deferred improvements as shown in Exhibit 2, for up to five (5) years from the date of this AGREEMENT. 2. The DEVELOPER agrees to deposit with the CITY, an irrevocable letter of credit, in the amount of$1,086,487.05, which represents the true estimated deferment costs to be paid by DEVELOPER. The amount which represents 110% of the estimated cost of constructing the required improvements, which is customarily required to be paid by DEVELOPER in accordance with the CITY'S Platting Ordinance, is $1,280, 658.12. In this matter, the DEVELOPER will be awarded funds which were deposited with the CITY pursuant to previously executed Deferment Agreements, which have been held in CITY interest bearing accounts, yielding a total amount of $194,180.07, which amount will be credited to DEVELOPER, thereby providing a remaining balance to be secured by DEVELOPER in the amount of$1,086,487.05, as is more fully explained in paragraph 12 herein and as shown on the attached cost estimate, which is attached and incorporated as Exhibit 3. The letter of credit must be provided to the CITY on or before the plat is filed with the County Clerk, and if it is not provided by that time, this AGREEMENT shall become null and void. The form of the irrevocable letter of credit must be approved by the CITY'S Director of Financial Services, which approval shall not be unreasonably withheld or delayed. 3. An irrevocable letter of credit shall be valid for the entire deferment period of five (5) years, or until the completion of the deferred improvements. If the letter of credit is issued for a one year period, as opposed to a five (5)year period, it shall be renewed upon expiration each year for at least a period totaling five (5)years. Proof of renewal shall be received by the City's Director of Engineering Services at least thirty (30) days prior to the letter of credit expiration. If no renewal is received, cash or other approved substitute security shall be provided. The form of the original letter of credit, and subsequent letters of credit, if any, must be approved by the CITY'S Director of Financial Services which approval shall not be unreasonably withheld or delayed. 4. DEVELOPER and CITY agree that the financial security and any interest earned shall be applied to the construction of the required improvements, herein deferred, and that any remaining funds shall be returned to the DEVELOPER upon completion of the deferred improvements. 5. The DEVELOPER shall construct the deferred improvements, in accordance with the CITY'S engineering standards in effect at the time of construction. 6. Upon completion of the deferred improvements by DEVELOPER within five (5) years from the date of this AGREEMENT, and upon acceptance of the deferred improvements by the CITY Engineer pursuant t o the submitted and accepted plans and specifications , and upon compliance by the DEVELOPER with the terms of this AGREEMENT the CITY Engineer shall: Page 3 of 7 a. Immediately release DEVELOPER from the obligations to construct the deferred improvements by mailing a Release Letter to: Wal-Mart Real Estate Business Trust 2001 S.E. 10th St. Bentonville, Arkansas 72716-0550 Attention: Gregory Tesoro Assistant General Counsel Phone: (479) 204-1167 Fax: (479) 277-5991 Email: gregory.tesoro@walmartlegal.com b. Return to the DEVELOPER within sixty (60) days of the completion of the construction of the deferred improvements and settlement of the construction costs, or within sixty (60) days of acceptance of the deferred improvements, whichever is later, any balance remaining of all monies received by the CITY from the DEVELOPER, including any interest earned. 7. Subject to Paragraph 9. below, if the deferred improvements have not been completed within five (5) years from the date of this AGREEMENT, or if the DEVELOPER defaults in any of its other material covenants or obligations under this AGREEMENT after notice to the DEVELOPER and opportunity to cure as stated in Paragraph 10 below, the CITY shall have the right to call the financial security and transfer the money received, including any interest earned, to the appropriate CITY fund and the CITY shall use such funds for the completion of the construction of the deferred improvements. The CITY shall diligently pursue and complete all such construction of the deferred improvements as required to serve the best interests of the CITY. r &. If the CITY constructs all or any part of the deferred improvements, within thirty (30) days of billing the DEVELOPER following completion of the deferred improvements by the CITY, the DEVELOPER shall reimburse the CITY for any additional costs i associated with the construction of the deferred improvements, if the financial security and interest prove inadequate to complete the deferred improvements, in accordance with the submitted and accepted plans and specifications. 9. Notwithstanding anything contained herein to the contrary, the CITY and DEVELOPER agree that if no construction of deferred improvements has begun, and the DEVELOPER, prior to the deadline for completion of the construction of the deferred improvements: (i) formally vacates the current plat, with approval of the Planning Commission; or (ii) formally seeks to vacate the current plat and the Planning Commission has not yet approved such vacation but the DEVELOPER has complied with all statutory requirements for such i i f Page 4 of 7 1 i vacation, as approved by the CITY's Director of Development Services, then any money received by the CITY from the DEVELOPER remaining on deposit, plus interest earned, shall be released and immediately returned to the DEVELOPER, j or if financial security was given to the CITY by the DEVELOPER, it shall be released ' within sixty (60) days. 10. If DEVELOPER defaults in any of its covenants or obligations under this AGREEMENT, the CITY'S Engineer will send the DEVELOPER and the Project Engineer written notice by certified mail, return receipt requested, advising DEVELOPER of the default and giving DEVELOPER thirty (30) days from date of receipt of the letter to cure the default. If the DEVELOPER fails to cure the default after receipt of the notice and opportunity to cure, the CITY'S Engineer may transfer any monies received and interest earned to the appropriate fund of the CITY to complete the deferred improvements. In the event there are any monies received by the CITY from the DEVELOPER, plus interest earned, remaining after the CITY has completed construction of the deferred improvements, the excess monies, both principal and interest, shall be refunded to the DEVELOPER, within sixty (60) days of the completion of construction of the deferred improvements and settlement of construction contracts. 11. The CITY reserves the right not to issue Certificates of Occupancy for this development until the deferred improvements are installed and accepted by the CITY'S Engineer. 12. DEVELOPER and the CITY agree that, in accordance with Section IV, Paragraph A, Subparagraph 12 of the Platting Ordinance, DEVELOPER shall be awarded the funds deposited with the CITY pursuant to the previously executed Cimarron Estates Deferment Agreement, Fund No. 261029-4730-21367, in the amount of$91,961.83, which is the balance as of May 31, 2009; and the Brighton Village Unit 5, Block 1, Lot 3 Deferment Agreement, Fund No. 263026-4730-21606, in the amount of$102,218.24, which is the balance as of May 31, 2009; resulting in a total award in the amount of$ 194,180.07. 13. The DEVELOPER agrees that the CITY, after notice in writing to the DEVELOPER and Project Engineer and agreement by the DEVELOPER and Project Engineer, may accelerate payment or performance or require additional security when the CITY'S Engineer determines that the prospect of payment or performance is questionable. 14. The DEVELOPER and CITY agree that during the deferment period of five (5) years, an increase in the security may be required on an annual basis, if the Director of Engineering/CITY Engineer working with [and] the Project Engineer reasonably determine that the present principal and interest is not equal to 110% of the estimated construction costs. 15. Subject to the terms and conditions hereof, The DEVELOPER hereby obligates itself, provided that this AGREEMENT is still in effect to construct the deferred improvements. Notwithstanding anything to the contrary contained herein, it is expressly agreed that 1 , 1 Page 5 of 7 nothing contained in this AGREEMENT shall be construed to contain a covenant, either expressed or implied, that Wal-Mart will either commence the construction of a building or the operation of a business or thereafter continuously operate a business on the plat. If however the deferred improvements are constructed by DEVELOPER, such covenant shall be a covenant running with the land. The CITY recognizes and agrees that DEVELOPER may, at DEVELOPER'S sole discretion, decide not to construct any building or operate a business on the plat property or cease the operation of its business on the plat property at any time, whether before or after the completion of the deferred improvements and the termination or expiration of this Agreement. SHOULD DEVELOPER DECIDE FOR ANY REASON OR FOR NO REASON NOT TO PROCEED WITH THE CONSTRUCTION OR OPERATION OF A BUILDING ON THE PLAT PROPERTY. EXCEPT FOR THE EXPRESS OBLIGATIONS OF THIS AGREEMENT (SUBJECT TO THE TERMS AND CONDITIONS HEREOF PARAGRAPH 13) THE CITY HEREBY WAIVES ANY AND ALL DAMAGES, COSTS, EXPENSES AND LEGAL ACTION, WHETHER FOR DAMAGES, SPECIFIC PERFORMANCE OR OTHERWISE, ARISING FROM OR RELATED TO, ANY DETERMINATION BY DEVELOPER NOT TO COMMENCE CONSTRUCTION OF A BUILDING OR OPERATE A BUSINESS, OR HAVING COMMENCED CONSTRUCTION OF A BUIDLING OR THE OPERATION OF A BUSINESS, NOT TO CONTNUE THE SAME. 16. The CITY Engineer, at DEVELOPER'S expense, shall file of record this AGREEMENT in the records of Nueces County. 17. No party may assign this AGREEMENT or any rights under this AGREEMENT without the prior written approval of the other party. The provisions of this section do not apply to an assignment by DEVELOPER to any affiliated entity of DEVELOPER, however notice shall be provided to the CITY if such an assignment by DEVELOPER occurs. 18. Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personally, by fax or by certified mail, shall be deemed sufficiently given if addressed to the appropriate party at the address noted above the signature of the party. Any party may, by notice to the other in accord with the provisions of this paragraph, specify a different address or addressee for notice purposes. 19. This AGREEMENT shall be construed under and in accord with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Nueces County, Texas, and all lawsuits pursuant hereto shall be brought in Nueces County. 20. The DEVELOPER further agrees, in compliance with the CITY'S Ordinance No. 17113, to complete, as part of this AGREEMENT, the Disclosure of Ownership interests form attached to this AGREEMENT as Exhibit 4. 21. This AGREEMENT shall be executed in triplicate, all original copies of which shall be considered one instrument. This AGREEMENT becomes effective and is binding upon, and inures to the benefit of the CITY and DEVELOPER, and their respective heirs, i I i i 1 I Page 6 of 7 successors and assigns, from and after the date that all original copies have been executed by all parties. 22. The person signing this AGREEMENT on behalf of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this j AGREEMENT binding and enforceable by their signature. 23. Upon termination of this AGREEMENT, no provisions herein survive such termination. I EXECUTED in triplicate thisoz day of ' 2010. DEVELOPER: Wal-Mart Real Estate Business Trust 2001 S.E. 10th St. Bentonville, Arkansas 72716-0550 By: Signatur of Offic Print Name:IQ,Au )Ao4eg I }-� Title: j QZ-AL CST.4T�= THE STATE OFIT:� § 'IPI14 § COUNTY OF § This instrument was acknowledged before me o , 2010, by _zd a iZ .9' qL,r ,ff4T1 for Developer. L wen ENOTARy TA��®r~A NS AS �N COUNTY o ary Public, tate of RKAWSW on Up 2-1-2011 J Page 7 of 7 0-12, AUTHORIZED CITY OF CORPUS CHRISTI("City") IT tMGIL � P. 0. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 826-3220 Facsimile: (361) 826-3839 r ATTEST: By: By; t 651 Armando Chapa /Thg6l Escobar City Secretary ecity Manager THE STATE OF TEXAS § COUNTY OF NUECES § �D fl This instrument was acknowledged before me on the 2� day of �b r , , 2010, by Angel Escobar, City Manager, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of the corpor tion. T JOSIE EVERETT Notary Public,State of Texas Note Pu ic, St at f Texas . MY Commission Expires ......... October 11, 2013 THE STATE OF TEXAS § § j COUNTY.OF NUECES § 3' RP This instrument was acknowledged before me on the day of 94it'lo— , 2010, by Armando Chapa, City Secretary, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of the corporate Notary ubli , State f Texas ,a0" JOSIE EVERETT Notary Public,State of Texas My Commission Expires October 17,2013 APPROVED AS TO FORM: d Thisr2� day of 2010. JfEeVOrah Brow , sistant City orney or the City Attorney 1 I U-1 � o R 7 2,51d Wsw 4 w fill l e W � If x n n ^ n_- y % S-k�m �� ���a� ; •J�� �� � oy� � f Lu sgm �a" �wa 4 pied Lu n � 0 R� as R1 HIN I'M I $ Z RV1111 IM INO 1Y Ir w '. i 1 ; f3t�x9aF a/Irlw xw[raa�» - :i I I _ g ,991SL'AI,It,YCBL 5 I R I � I Ff -- �L AM— writ AIrsdxxL x — - w b I �`II I X I � W d�� I�� 3AkIQ NYITM3N7mTM3N_ �Wo°.�•L�`�'zr 8� do $ I) - --------------------- ------------------ --------- all Ma igmnm , iF I a r I 0 iI ,R'1➢L r.7L.OY.AL s +� '% 1 a J - dl -�' . 249 ILI I I I xryIIII $ jWj man ary 3#719 mxw I ,i i i, I 93x:•u9vSP m Y Jig a 1 TT Li =HS 511-11 775 DNITADIVN Nei auto 2144 T tau" �n 6 iNq o iq Iona 0 t1 6r.5 p LU < Z z z co LLJ Z L) 011 s ! , b Lij co Lx z 0 00 < LLJ !1/LLJ LL LU LOIJ 0 cr At Ii u�wexvxny .� ::D 0 F— LL � W Z) > Cf- �y �� L A W CF- A va g5 Z hl LL 1 1 L9 z w N g o °u F$ D J N WN'<o o m W X 2 O.ti LL lSll c� m a pro �a 0 z a wpm m W N o 3 Z z Z W w t Z) w F'— ~ " C> : M U z 31 CL I— z s€ m Q O < Vin, z a L.L ~ s o N L ror W o � I i _u J ry Z m J � O U— I � oz uj e � o � w z Ll - � W w J x 4 EE X 3:I 3 7 F { W Q I O Q Q - Q � Q Yalu?Jd dad dlzlhe'e8Of'Wd WWI,OTOZ/TZ/9'fiMP'010Z-Z-9 3AI21a NVO NOfdV9Nna\s4lgl4xa\6mP\V1V0 IIAD TZO-b5TZ1tZ0-75TZ145TZI�d I JOHNSON & PACE OPINION OF PROBABLE COST REQUIRED PUBLIC INFRASTRUCTURE FOR CIMARRON CENTER JULY 2010 LIM Ram Descnprlon Quantity Measure Unit Cast Total Cost SITE PREPARATION AND t=ARTHWORK 1 Cearing Grubbing.and Cleaning of ROW and U.E. 2 Acre $ 5.000.00 $ 10,000.00 2 6'!Topscll Removal and Stockpile 4,630 C.Y. $ 4.00 $ 18,520.00 3 Earthwork(CUTfFILLfGrading&Compaction Bank Yards)fn ROW and Ut4ily Easements 6,225 C.Y. $ 6.00 $ 37,350.00 4 4"Topsoil on Unpaved Disturbed Areas _570 G.Y. $ 5.00 $ 2,850.00 Site Preparation and Earthwork Subtotal $ 66,720.00 WATER LINE CONSTRUCTION f 1 Tie into existing waterline 3 Lump Sum $ 500.00 $ 1,500.00 2 6"AW WA C-900 PVC water fine 785 LF $ 21.00 $ 16,485.00 3 8"AW WA G-800 PVC water fine 1,804 LF $ 25.00 $ 45,100.00 4 Fire hydrant assembly spaced 300'apart 8 Each $ 3,750.00 $ 30,000.00 5 Fillings with thrust blocking 1 Lump Sum $ 1,500.00 $ 1,500.00 6 Trench Safety(5'-10'deep) 2,689 LF $ 2.00 $ 5,378.00 Water Line Construction Subtotal S_ 99,963.00 ! SANITARY SEWER CONSTRUCTION j 1 Connect to existing Manhole per plans and specificalions 1 Each $ 750.00 $ 750.00 J 2 8"SDR-26 PVC sanitary sewer pipe 489 LP $ 20-00 $ 9,780.00 3 4'diameter manhole([6')per 3 Each $ 2,500.00 $ 7,500.00 i 4 Trench safety(5'-10 deep) 489 1 LF $ 3.00_ $ 1,4670.0 Sanitary Sewer Construction Subtotal $ 19,497.00 STORM SEWER CONSTRUCTION 1 211r diameter RCP 900 LF $ 38.00 $ 34,200.00 2 24"diameter RCP 700 LF $ 43.00 $ 30,1000.0 3 Curb Inlet 16 Each $ 3,300.00 $ 52,111 4 Junction Box 2 Each $ 3,500.00 $ 7,01 Storm Sewer Construction Subtotal $ 124,100.00 ROADS CONSTRUCTION 1 3"HMAC 8,784 SY $ 11.00 $ 96,624.00 2 8.5"Hase Material 8,784 SY $ 13.00 $ 114,192.00 3 8"Lime Stabilized Subgrada 9,260 S.Y. $ 5.00 $ 463C0.00 4 Pavement Sipping 1 Lump Sum $ 3,500.00 $ 3,500.00 _ 5 5'Sidewalk on both sides of Punhartion Oak 3,000 LF $ 21.00 $ 78,800.00 6 24"Curb and Gutter 4,100 LF $ 12.00 $ 49,200.00 Roads Construction Subtotal $ 359,616.00 TEMPORARY DRAINAGE CHANNEL RELOCATION 1 Orainaga R.O.W.Preparation,Charing,Grubbing.and Cleaning 0.5 ACRE $ 5,000.00 - $ 2,500.00 $ 95,00 $ 70,775.00 2 42"RCP 745 LF 3 24"RCP 313 LF $ 50.00 $ 15,6500.0 4 15"RCP 213 LF $ 35.00 $ 7,455.00 5 Special Type"B"Manhole _ 1 Each $ 8,000.00 $ 8,030-00 6 Type"A"Mari 2 Each $ .1;500.00 $ 7,080-00 7 Type"B"Manhole 2 Each $ 4,500.00 $ 9,000.00 8 Backfill Existing Ditches 1 Lump Sum $ 10,OWAC $ 10,000.00 9 French Safety for Excavations 1,281 LF $ 2.00 $ 2,562.08 10 RIC Collar at ends of 42"RCP 2 Each $ 3,000.00 $ 6,000.00 Drainage Channel Relocation Subtotal $ 138,942-00 TRAFFIC SIGNAL CONSTRUCTION 1 TRAFFIC SIGNAL WITH INTERCONNECT BETWEEN SARATOGA AND BRCCKHAMPTON 1 Lump Sum $ 150,000.00 $ 150,000.00 Traffic Signal Construction Subtotal $ 150,000.00 SUS-TOTAL CONSTRUCTION COST - $ 990,838.00 10%CONTINGENCY+ $ 99,083.80 (7,5%)ENGINEERING + $ 74,312.85 TOTAL PROBABLE COST + $ 7,164,234.65 10%ADDITIONAL(CITY ORDINANCE) + $ 118,423.47 SUB-TOTAL DEFERMENT= $ 1,280,658.12 LESS May 31,2009 ACCOUNT BALANCE FOR 263026.473021606- $ 102,218.24 LESS May 31,2009 ACCOUNT BALANCE FOR 261029.4730.21367- $ 91,961.83 TOTAL DEFERMENT = $ 1,086,478.05 Y::.. .,na-..ftt„' .. v:. ........... 10” � 1 : Cltv uf CITY OF CORPUS CHRISTI �fIPU DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRM NAME: - STREET, CITY: ZIP: FIRM is: 1. Corporation 2. Partnership 3. Sole Owner 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership on the above named "firm." Name Job Title and City Department(if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Consultant CERTIFICATE I certify that ali information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas,as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Person: Date: KWLN-DIMSPECIAL SERVICESIPLATSIFORMS SDISCLC)sukL OF INTEREST FORMAOC CITY OF CORPUS CHRISTI 01�"s DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". FIRM NAME: Wal-Mart Real Estate Business Trust STREET. SE 10th Street CITY: Bentonville, Arkansas ZIP: 72716-0550 FIRM is: 1. Corporation 2. Partnership 3. Sole Owner 4. Association 5. Other Trust DISCLOSURE QUESTIONS if additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership on the above named "firm." Name Job Title and City Department(if known)iu D 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title I I 3. State the names of each "board member" of the City of Corpus Christi having an "ownership _ interest" constituting 3%or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name ] Consultant N CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: ` �. I A}t Title: Im (Type or Print) Signature of Certifying Person: Date: �Z HAPLN-DIRSSPECIAL SERVIGESIPLATS\F0RMSIDISCLCSURE OF INTEREST FORM.P00 �S O AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of October 8, 2013 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 26, 2013 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations LawM@cctexas.com 361-826-1972 Appropriation of$1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. PURPOSE: To be used to reimburse for National Day of Action expenses: gloves were purchased for volunteers. Tents were also purchased to provide shade for volunteers. BACKGROUND AND FINDINGS: Since 2009, the Clean City Advisory Committee, with the help of the Advisory Committee on Community PRIDE, AEP Texas, Beautify Corpus Christi Association and the City's Solid Waste Operations and Parks and Recreation Departments, has held City wide clean up and beautification events in various areas of Corpus Christi. Litter surveys that record and track the areas trash amounts, are taken by volunteers. Everywhere from Oso Creek Parks 182, Bill Witt Park, Lakeview Park and Dr. HJ Williams Park to Downtown Corpus Christi, has held such events. This year our selected location was the North Packery Channel Bridge on the Island. More than 400 volunteers participated to clean up this area. Partners included: Boy and Girl Scouts of South Texas, Coast Guard Auxiliary, Fed Ex, Coastal Bend Bays Foundation, Surf Riders and Keep Texas Beautiful. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This conforms with policy regarding appropriations. EMERGENCY INON-EMERGENCY: Non-Emergency. DEPARTMENTAL CLEARANCES: City A11;orney, Finance FINANCIAL IMPACT: X Operating a Revenue C-11 Capital Not applicable ----------- --- Project to Date.�-- .�.�.�.�.�.�.�.�.�.�.�.�.�.�.�-- .�.�.�.�.�.�.�.�.�.�.�.�.�.�.�.�-- .�.�.�.�.�.�.�.�.�.�.�.�-- Fiscal Year: 2013 Expenditures -2014 CIP only Current Year Future Years TOTALS Line Item Buduet �. Revenue . Encumbered1 -------------------------------------------------------- ............ ............................. Exended Amount. . This Item $1,000.00 $1,000..00 ..BALANCE..................... .......................................................... ....... $1,000.00........ .....................�. . - M�. . _$1,000------------ Fund(s). #1051- Solid Waste Grant Fund Comments: RECOMMENDATION: Staff recommends the appropriation of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Flyer of Events Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action expenses. Be it ordained by the City Council of the City of Corpus Christi,Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $1,000 grant from Keep America Beautiful for National Day of Action and the Great American Clean Up Events in the No. 1051 Solid Waste Grant Fund to be used to reimburse for National Day of Action and the Great American Clean Up Events expenses. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. PASSED AND APPROVED this the day of , 2013. ATTEST: Nelda Martinez Mayor Armando Chapa City Secretary ju CL 4 " +•+ r ' "t 1 A o W r r AI ,,, •r" --� IV %'/ ;', ' r LU V w �r � U, � r Illy, cn l ,% a� tq bA 11111 i' LU t Al i �r 1 � w � "IWO lra�rir � � u w, 4-0 I J""All iir t riz r f j IM/ % I VaJJJ�1JJ1�1� r I `'%`%- r, h N a��Jr f p ;` O (� �' rrr v,, �� F , �r ^ I ^ O Jr %„ L •� M O r r, r if Pf � tit pp JAI W c/1 O N -0 � v r, y, �i A �' ,� Ir�' �►� w A 4-0 11r 4.0 o 3 � �1l' x O a m a A o H �� u� 0 Beautify Corpus Christi and the City of Corpus Christi's Clean City Committee has been an active participant in Earth Day activities for the better part of five years, annually more than 1,400 volunteers participate or attend the Great American Clean Up,Adopt Downtown, Don't Mess with Texas Trash Off,Adopt a Beach and Earth Day/Bay Day. Following the successes of our annual participation in April's events and most recently Corpus Christi Recycles Week,we are excited to present the 2013 Trash Summit, featuring Chad Pregracke (http://www.wgpt.org/chad j), The River Rescuer, featured in National Geographic and CNN. Other speakers include Dr. Christine Reiser Robbins, (Garbology) and a panel discussion on updates to our current litter ordinances and the 2013 Litter Control Plan. The trash summit will be held on Thursday,April 4, 2013. Our National Day of Action event will be a waterway clean up at Corpus Christi's Packery Channel, a site that has most recently caught the attention of our media neighbors in San Antonio due to the amount of trash surrounding the sometimes beautiful Gulf of Mexico beach. The clean up will entail underwater, water craft and land trash pick ups. Volunteer numbers are expected to exceed 400. Volunteer recruitment and Trash Summit marketing is promoted through the Clean City Committee and the City of Corpus Christi. Our media plans include traditional press releases, media appearances, heavy social media through facebook.com/corpuspride, which has more than 3,700 fans and facebook.com/cleancity, at 750 fans and their respective twitter feeds. Flyers are included in Principal's Packet to over 268 elementary, middle and high schools announcing volunteer opportunities and community service through Mayor Martinez's office. Commercials will run on CCTV, our City's television channel, along with public service announcements and billboards, all to begin in March- after Spring Break. Partners for the Trash Summit and National Day of Action include AEP Texas, Nueces County River Authority, Texas Commission for Environmental Quality,the City's Storm Water, Marina, Parks &Recreation Beach Operations, Solid Waste Operations and Environmental Services Departments. Measureable results are expected through volunteer numbers, media impressions and participation in dialogue with City leadership. Corpus Christi used to be known as the "Sparkling City by the Sea." It's not anymore, far from it, actually. With continued support, ardent spotlighting community trash problems and strengthening our litter control plans through partnerships, Keep America Beautiful event participation and assistance, we hope and will regain that title. Keep America Beautiful Grant Submission-2013 National Day of Action-request amount$1,000 AGENDA MEMORANDUM • First Reading Ordinance for the City Council Meeting of October 8, 2013 Second Reading Ordinance for the City Council Meeting of October 15, 2013 DATE: September 26, 2013 TO: Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director, Solid Waste Operations LawMQcctexas.corn 361-826-1972 Appropriation of$2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. PURPOSE: To fund projects, activities and clean ups associated with Cigarette Litter Prevention BACKGROUND AND FINDINGS: Globally, nationwide, and locally, cigarette butts are the#1 most littered item. The City of Corpus Christi's Clean City Advisory Committee was selected among 100 applicants to participate in Keep America Beautiful's Cigarette Litter Prevention Program for 2013. As a grant recipient, the City must give away of 500 pocket ashtrays and "butt buckets" and submit a litter survey. The intent is not to promote smoking, but to encourage the proper disposal of cigarette butts for those that choose to smoke. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This conforms with policy regarding appropriations. EMERGENCY 1 NON-EMERGENCY: Non-Emergency. DEPARTMENTAL CLEARANCES: City Attorney„ Finance FINANCIAL IMPACT: X Operating a Revenue 1.-3 Capital iu.,u Not applicablte ...�............................... �Project to Date�.....................�.�.�.............�.� mm�mmmmmmmmmm�M mm�.... Fiscal Year: 2013 Expenditures - 2014 mm ......................C.IP.onl' .....................Current,Year.. ....Future Years.... .....TOTALS .... Line Item Bud:et ..Revenue ..�. �.... ......... ........ .... ..............._._......................................................................................................................................................................................................................................_mmmm.mmmmmmmmmmmmmmMM........�.,. ���............................... Encumbered 1 Ex�endmed...A mount..... .....mmmm.mm.mmmm......mmmmmmmmmmmm .M.........M.................................................. ................................................................. This item $2,000.00 $2,000.00 BALANCE..............................................................................$2,OQ0.QOmmmmmmmmmmmm..mm.................................................................................................... „ . Fund(s): #1051- Solid Waste Grant Fund Comments: RECOMMENDATION: Staff recommends the appropriatilion of funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Overview of Cigarette Litter Prevention Projiect Ordinance authorizing the City Manager or designee to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. Be it ordained by the City Council of the City of Corpus Christi,Texas: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a $2,000 grant from Keep America Beautiful's Cigarette Litter Prevention Program in the No. 1051 Solid Waste Grant Fund to fund projects, activities and clean ups associated with Cigarette Litter Prevention. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. That the foregoing ordinance was read for the second time and passed finally on this the day of 2013, by the following votes: Nelda Martinez David Loeb Lillian Riojas Mark Scott Kelley Allen Chad Magill Priscilla Leal Colleen McIntyre Rudy Garza, Jr. PASSED AND APPROVED this the day of , 2013. ATTEST: Nelda Martinez Mayor Armando Chapa City Secretary LLI Fill 001 z (1) M LLI 7j3 M a uj m a < LU W v) 0 cn Q 0. to > 4 a) ui W U. -t� 06, W. 'D E no CL 04 to R C6 :E 0 Ci a) >0 T w to to LLJ 12 t 19 -6 =1 -0 Z cu C.D LA r_ — �: CL 2 'D az Ual, w :E -0 as 'Qu, - ,4 - - a to to m 0 m Ew to —M -0 6 a) Ou a 0 E C'm M .La9 = a w 0 M c) 'm ® 'a m 22 - 0 LLJ 'D 0 -M r- 6. he LL. m, to u) b 0 OC 0 01 0' V, :03 EL 'A z� Lu C� CL 0 cu 0 E E a <CL ,as' IE E E -2 E - c E 8 U cm LLJ W to OT (V cc 0 to w tm — 0 _2 EO_ CD to w 0 to Ln .2 u 0 0 0 U 0 .0 M mo CL ma u _�e La. > w E CL< E cullo 2 a— E ) E tare to c�a u cc C) on CL M E CL 0 'w E 0 LA to M to Cc= 72 LV CL 0 V 7S '0' u q Co CL) c .2 E �a no a -cc S E 0 A E > CO CD 12 u -0 W ,� 'w (CL (In < r u =W cr-u co CWL -5 2 CL CD to u 8 CWL to .2 LD g .0 , 1000 Li L — (n a) ci E < ,P... CL .C� :M. CL) 'n to "ma- > ES E to tf a) a; 0 9cc A CL) V 5- :,ED CO2 2 354 Cligarette Litter Scan■ Background A Cigarette Litter Prevention Program(CLPP)uses four proven strategies to reduce cigar tip and cigarette butt litter: • Review local litter laws, including cigarette butt litter„and support enforcement. • Educate the public using public services messages and advertising. ■ Place ash receptacles at"transition points,"places where smokers must stop smoking before proceeding. ■ Distribute portable auto and pocket ashtrays to adult smokers What is a Cigarette Litter Scan? "A scan is not a cleanup. It's about measuring." A Cigarette Litter Scan,developed by Keep America Beautiful, Inc., is a method to quantify cigarette butt and cigar tip litter in a target area.Scans have been field-tested in downtowns, beaches, parks, and at rest areas along roadways. See"Program Venues: Fast Facts" The Cigarette Litter Scan is: ■ A reliable and proven"scanning"methodology that involves an actual count of cigarette butt and cigar tip litter on the ground. ■ Conducted in a smaller,representative section within the larger CLPP program area. ■ Executed before a CLPP is launched to establish quantitative baseline data,and then after start of the program to measure results. ■ Used for periodic follow-up scans as an ongoing tool to assess long-term program impact and sustainability. Conducting a Scan A Cigarette Litter Scan counts cigarette butt litter and cigar tips in a small section of the program area. For a special event, the scan is conducted in one to three approximately 10'X 10'areas within the special event grounds.While counting cigar tips is not required, it is recommended. Besides providing baseline data,a scan also helps identify where individuals are smoking and may litter cigarette butts and cigar tips. The CLPP can then place ash receptacles at strategic locations and focus on changing littering behavior. Examples: ■ For a downtown, cigarette butt litter and cigar tips are counted on sidewalks and gutters at each address in a two to three-block area. • For a beach,waterfront,or point of Interest at a park or other recreation area, the scan will occur in and around pedestrian access points, picnic areas, near concessions or other retail businesses,and parking lots, • On roadways and highways,the scan usually occurs at targeted rest areas, scenic pull offs, intersection medians,or other off-road locations. ■ For special events, a scan for events two days or longer usually occurs within one to three 10'X 10'scan areas(depending on event size)identified using fixed points in and around the event venues,e.g.,food, entertainment,vendor booth,entrance and exits,etc. Fallow these simple steps to conduct a Cigarette Litter Scan: STEP 1: Gather a Scan Team Identify individuals from the CLPP Task Force or other adult volunteers to participate in conducting the scan: ■ A scan requires about 2-4 people. ■ Allow for up to a half day to execute the scan. SCAN AREA MODELS SCANNING A DOWNTOWN: MA 3rd SL 2nd St. Main St. N DEU a list SL "' #43 i B IIt SWRE #35 SCANNING A BEACH OR WATERFRONT: �%��arr�u�111111%�1�1�1111U1�11�1�1, ��1� DUNES DUNES BOARfITWALK SHOWER BIKE RACK PARKING I PARKING SCANNING A PARK OR RECREATION AREA: SCENIC OVERLOOK VdI'►1. "TELESCOPE a r� PARKING 0o d 0 0 u N m L d LLJ x a C lu N I A C 7 rL U p 3 A c u c U cm UA CL COD LL VIII III O A o ..LU ,�,�„� . n, ,, Y Y �1 It O d it C 'x r C 4j 'CJ V p a A N j'.' D O U .��► 39 °h° � C CL u u u ea W w DO d L M M � O. F.. G w CL Z '� d u I � Y O V4 cc Y 'a R W co 47 ~ J N � T� C d uo O�d 0 =A m ` � 7 1 a > W _a z t s °p « A a S L Z h r fil = UJ O O ui J I.L a m Q + y Y a m c` c : m m Q 7 7 m Y m : U m p V Ts 5 4 m a t� a a Q m CL LA m lull � 0o 0 CL E CJ A m c L U C of J ' Z �' N « C H y N d N LL tn J M W C = M V N y LU J m ro U. u C '^ CL �- _ a n A3 7 o+ C m a u� �+ d Z m 3 u UA Z y U H C C C C I u N O c v v C C R V C 3c ` c u °� e O loo O N � agp� d O a 0. m z w z o Yam z I d Q HI 70 R C /0 O Q y c W V M T N a m C �+(F'< O � ~ Cal�wnmrmrn mmwmmwmmemrmmn 'R LLA, d d C a z W) G c L -� m � ! 4. III m LU p O N .� u O -j W 0 o u cu L � t0 'a O :+ u Z U in a u a W O IS H mmj a O a d AGENDA MEMORANDUM oaPOwR,k Future Item for the City Council Meeting of October 8, 2013 2852 Action Item for the City Council Meeting of October 15, 2013 DATE: October 8, 2013 TO: Ronald L. Olson, City Manager FROM: Michael Barrera, Assistant Director of Financial Services mikeb(a)-cctexas.com (361) 826-3169 Floyd Simpson, Chief of Police floyds(aD-cctexas.com (361) 886-2604 Purchase of Police Motorcycles CAPTION: Motion approving the purchase of four (4) police motorcycles from GRAMB, Inc. dba Corpus Christi CyclePlaza, Corpus Christi, Texas for an estimated expenditure of$114,364.00, of which $110,614.00 is required for the remainder of FY 2013-2014. Funding is available in the FY 2013-2014 Capital Outlay Budget. PURPOSE: The motorcycles will be used by Police Officers of the Traffic Division to enhance traffic safety. BACKGROUND AND FINDINGS: In addition to supplying the motorcycles, the Contractor will provide routine maintenance on the motorcycles to ensure the units are functional, operational and available for use by the officers. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The City issued a Request for Proposal for motorcycles in FY 2013 and determined that the Victory motorcycle provided the best value to the Police Department. At that time, the City standardized on Victory in order to leverage training requirements, to provide Officers familiarity in handling and maneuvering the motorcycles, and to allow for interchangeability between front line and backup motorcycles during maintenance and repair work. GRAMB, Inc. is the local Victory motorcycle dealer in the area. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Police Department. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2013- Expenditures 2014 (CIP only) Current Year Future Years TOTALS Line Item Budget $275,000.00 $3,750.00 $278,750.00 Encumbered / Expended Amount $149,886.00 $0 $149,886.00 This item $110,614.00 $3,750.00 $114,364.00 BALANCE $14,500.00 $14,500.00 Fund(s): Crime Control Fund, Red Light Photo Enforcement Fund Comments: The $110,614.00 financial impact shown above represents the expenditure that will be encumbered through the end of this fiscal year. The remaining $3,750.00 for the last five (5) months of the maintenance agreement will be requested for next fiscal year during the normal FY 2014-2015 budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PURCHASE OF POLICE MOTORCYCLES BUYER: GERALD GOODWIN WITH A MAINTENANCE AGREEMENT GRAMB, Inc. dba Corpus Christi Cycle Plaza Corpus Christi, TX UNIT EXTENDED ITEM DESCRIPTION QTY.1 UNIT PRICE PRICE 1 New factory-built police motorcycles 4 Each $26,341.00 $105,364.00 2 Twelve-month maintenance 4 Each $2,250.00 $9,000.00 agreement TOTAL: $114,364.00 �US C Ga 0l AGENDA MEMORANDUM CORPOR 1 o Future Item for the City Council Meeting of October 8, 2013 1852 Action Item for the City Council Meeting of October 22, 2013 DATE: September 30, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Floyd D. Simpson, Chief of Police FloydS @cctexas.com (361) 886-2604 Execute Construction Contract Public Safety Warehouse Re-Bid (Bond 2008) CAPTION: Motion authorizing the City Manager, or designee, to execute a Construction Contract with Henock Construction from San Antonio, Texas in the amount of $2,103,883.77, for the Public Safety Warehouse Re- Bid project for the base Bid plus Additive Alternates 1, 2 & 3 (Bond 2008). PURPOSE: The purpose of this Agenda Item is to execute a Construction Contract with Henock Construction for the Public Safety Warehouse Re-Bid project. BACKGROUND AND FINDINGS: This project consists of consists of all work for new offices and vehicle warehouse including site clearing and stripping; concrete sidewalks, concrete paving; termite control; cast-in-place concrete; pre-engineered metal building; metal fabrications; rough carpentry; finish carpentry; metal stud framing; joint sealants; standard steel and wood door and frame; overhead doors; door hardware; paint and coatings; specialties; plumbing system and fixtures; electrical power system and lighting fixtures. The Base Bid includes all work for the construction of the Public Safety Warehouse. Additive Alternate No. 1 is comprised of all work for the build-out of second story. Additive Alternate No. 2 is comprised of a pre-engineered covered sloped structure, including installation. Additive Alternate No. 3 is comprised of the removal and delivery to the City of any existing stock piles of soil presently held on site to J.0 Elliott Landfill. K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX On July 31, 2013 the City received proposals from five (5) bidders and their bids are as follows: Additive Additive Additive Total Base Bid Contractor Base Bid Alternate Alternate Alternate plus Additive 1 2 3 Alternates 1, 2, 3 Henock Construction San Antonio, Texas 1,652,293.74 374,887.69 66,702.34 10,000.00 $2,103,883.77 Progressive Structures Corpus Christi, Texas 2,002,473.09 405,210.84 34,536.39 4,066.00 $2,446,286.32 Barcom Corpus Christi, Texas 2,023,000.00 515,150.00 227,089.00 6,585.00 $2,771,824.00 Rigney Construction Corpus Christi, Texas 2,131,000.00 467,214.00 66,540.00 4,370.00 $2,669,124.00 Journeyman Construction Austin, Texas 2,273,000.00 500,000.00 44,000.00 4,200.00 $2,821,200.00 ALTERNATIVES: 1. Execute Construction Contract with Henock Construction as proposed. 2. Do not Construction Contract with Henock Construction as proposed. OTHER CONSIDERATIONS: This project is a Bond 2008 project and was approved by the voters November 4, 2008. Construction will be 240 days or approximately 8 months. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria; §2, Article 10 of the City Charter regarding contracts. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: X Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget 864,700.00 $500,000.00 $1,364,700.00 Police Grants 330,000.00 330,000.00 Police Operating Funds 344,050.00 344,050.00 Prior Year Unspent Budget 1,500,000.00 1,500,000.00 Encumbered/Expended Amount 864,700.00 864,700.00 This item 2,103,883.77 2,103,883.77 Future Anticipated Expenditures This Project 568,651.74 568,651.74 BALANCE $0.00 $1,514.49 $1,514.49 Fund(s): Public Health & Safety, Bond 2008, General Fund Reserves, Police Grants, PH&S 01 K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX COMMENTS: On January 31, 2012, the City Council approved an Ordinance appropriating $500,000 from the General Fund unreserved fund balance and on March 19, 2013, Council approved a second ordinance in the amount of $1,000,000 from the General Fund cash account for the construction of this project. These transfers were loans from the General Fund and will be paid back through separate mechanisms. The first loan will be paid back to the General Fund through yearly savings that are currently spent on property lease rentals that will no longer be necessary once the new facility is complete. The first floor space will be used for the Organized Crime Unit who is now leasing office space off-site. The second loan will be repaid through the Law Enforcement Trust Fund which currently receives over $250,000 in seized drug monies annually and is expected to increase over the next few years. The second floor of the facility will be used to house the police staff from the Saratoga substation whose lease expires February 2014. RECOMMENDATION: City Staff recommends the approval of a Construction Contract with Henock Construction. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\PUBLIC SAFETY WAREHOUSE\AGENDA MEMO-PUBLIC SAFETY WAREHOUSE LYNDA.DOCX PROJECT BUDGET Public Safety Warehouse Re-Bid (Bond 2008) Project No. 5244 PROJECT FUNDS AVAILABLE: General Fund Reserves** $ 1,500,000.00 Police Grants 330,000.00 Police Building M & O 173,050.00 911 Delivery Wireless 96,000.00 Bond 2008 Public Safety Warehouse 500,000.00 Police Deparment Operational Reserves 75,000.00 Project Total $ 2,674,050.00 FUNDS REQUIRED: Construction (Henock Construction)......................................................................... $ 2,103,883.77 Contingency(10%)............................................................................................... $ 210,388.38 Engineering Fees: Engineer(Lamarr Womack Architects)*.................................................................... $ 147,141.00 Geotechnical Study and Testing (Rock Engineering)................................................... $ 10,084.00 Construction Materials Testing (Rock Engineering)..................................................... $ 12,000.00 Construction Inspection Services (Estimate).............................................................. $ 82,000.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)........................................ $ 36,817.97 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services)............................... $ 54,700.98 Finance.............................................................................................................. $ 10,519.42 Misc. (Printing, Advertising, etc.)............................................................................. $ 5,000.00 TOTAL............................................................................................................... $ 2,672,535.51 ESTIMATED PROJECT BUDGET BALANCE........................................................... $ 1,514.49 *A/E Agreement approved by City Council M2012-029, January 31, 2012; **Appropriation of$500,000.00 approved by City Council Ord. 29362, January 31, 2012; Appropriation of$1,000,000.00 approved by City Council Ord. 29762, March 19, 2013. File \Mproject\councilexhibits\exh5244d.dwg ND c .NUECPS 23-Ay op � eD 0 qRO Dp R�ER ly�� /Q o RD — 0 o � IH37 AGNES AGNES HWV 44 CORPUS L- o MORGAN j'y� CORPUS C' 11 f CORPUS CHRISTI Q v ° INTERNATIONAL o Dena o T BAY AIRPORT } �^ 9 McGL01N RD � W. POINT a 0/D GDTL HqR o \ �q <q q PROJECT o� RD LOCATION LOCATION MAP NOT TO SCALE ///'yvK Dr a�y us//// yrl,"Yr�/ygA.Yr�fl r; ii r�Hl r� GGI� „ „ o j -/ /�riii / / a //' A r qr A// / I 1 �1 a ////, e �ur �a iiiii �� I!. �/: i0�/l �yUY r»ii / >, r!N4� �j 4�� r I% C,po ii r, 07011, rr r , f/ii vio �i / r r// '4p r N� 1 vii,,,r, ;%/ /' f, � �al/� '�k✓(�il/i%/;' r'��, / %�f r �r //� � 111' �Q „� / ���r/ ��� ///rR/iii%/%',,,,,,, rff ,,r( / bR ,%.' // ,J,vlf / /ir/%% r r rnr�4 Cal „, � �t..y aa / .l. ,l �N,,,,,,, .:,ix :�,,.5, „rr, „R/,D�rr �//>(...�„ i%r/n„ ,,,,1„n� 71, ",... 'l/i„ //,/i ,f� i//(i /ldiv����, ,�i, �,� „J�„irc,,,, i„n, VICINITY MAP PROJECT# 5244 NOT TO SCALE CITY COUNCIL EXHIBIT PUBLIC SAFETY WAREHOUSE RE-BID CITY OF CORPUS CHRISTI, TEXAS (BOND 2008) DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 +�Fa O T O � � O O ao 0 � O U � O 16.4 N M7 c O c� V .3r_a C uw 1� � D u Q1 QD��s. N n J^ � a j rco ° ct ct ct c O P.4 O bA x bA � O ct ', + ct Ct 00 P-4 ct � v� v 5 rc p O O Ct 3 -,J 4—j ct � in Q� co a v C U LU c ;a O Wti (,) r ........ ;Ia ........... .. i z � ................ Q Q uj � h wt LL, w w p y u z i .�y l� n � v J � J w U p CL 4� V LL V V . O N o � � U ^ a o P-i O +r � N o O Q z 22 .U O U), � M O � L C) 3: a) L C� N U) a � Up � cn N a m ) C: U o o •- -0 C: CD 0 O N o0 CL w Co CL V j Co cn L �O �0C: C: a O O .� Li W; U U LU 0000000 moo 0000 0 rn 0 0 0 0 0 0 0 I� M 0 0 0 0 CO LO "t 0 0 0 00 0 0 M 00 — "t 0 0 00 LO "t ^/1 O O LO O O O LO 00 00 "t 00 O O co co W 0 0 0 0 0 0 0 00 M O L Lr O O M O 0 LO "t M O I- O N N � N O M Il- O O � � 0 — 00 O Il- � In CV) LO CO — N — CO N V N N N M C EA EA EA EA EA EA EA EA EA EA EA N O N cos co 3 L N Co r 7 00 O O N N N O co �D N r M ti V M Q1 Q1 N N O m r O O 'a co LO O 7 7 N p N O O Z N U U s 0 .. NUU d w � a _ mM O J a d d N 4c W w Q O O O co co CL CL CL W 0 O O "' W Q (0 L O O UC 0 d 7 L m p 0 Q J O N N m 0 0 4c O (n O O O U > CU (6 Lp CL 0 N v W e \° > 0 0 o O O j O 5a 2 0 0 E (n 2m c d d O C O c� � �_ O c L a� 0 o +' ~ LL >_ O N O LL C L '� d 'L U L- L- 'L W c0 (� m O O Q W 7 p� N N V j j 7 J Q O] 2 C. v v v aoi w :� E Q Q C. O O c •- c - Z c c - '� O c c H H W C- C. a� o o o o ° o o c c a� o o O co a Q Q IL CD W W O M W W LL U U W W CD U U W' H W a r ', se Q 0ORPOR 11 1852 AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of October 8, 2013 Action Agenda Item for the City Council Meeting of October 22, 2013 DATE: September 18, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P. E., Director of Engineering Services danb @cctexas.com (361) 826-3729 Valerie Gray, P. E., Director of Storm Water and Street Operations valerieg@cctexas.com (361) 826-1875 Engineering Construction Contract Lifecycle Curb and Gutter Replacement CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas in the amount of $386,350.00 for the Base Bid for Lifecycle Curb and Gutter Replacement for the Indefinite Delivery/Indefinite Quantity (IDIQ) contract base year. PURPOSE: The purpose of this Agenda Item is to execute the construction contract for the Lifecycle Curb and Gutter Replacement. BACKGROUND AND FINDINGS: This is an ongoing project where damaged, rolled and failed curb and gutter is removed and replaced along with associated pavement repair throughout the City. This project addresses curb and gutter issues as prioritized through the Storm Water Department's Work Order process where drainage is impacted. In addition to improving drainage, areas considered hazardous to vehicular or pedestrian traffic will receive priority. This IDIQ project will address problematic areas on a yearly basis as funding allows. Curb replacements are designed to exceed a 20-year service life. This IDIQ contract is for a base award of one year, with two possible one year extensions, pending contractor successful completion of this contract. On August 21, 2013, the City received proposals from three (3) bidders and the bidders and their respective bids are as follows: Contractor Base Bid A. Ortiz Construction & Paving, Inc. $386,350.00 K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX Corpus Christi, Texas CAS LP Corpus Christi, Texas $533,838.00 Grace Paving and Construction, Inc. Corpus Christi, Texas $573,664.00 ALTERNATIVES: 1. Execute the construction contract as recommended. 2. Do not execute the construction contract. OTHER CONSIDERATIONS: The City's consultant, Engineering & Construction Management Services (ECMS, LLC.), conducted a bid analysis of the three (3) proposals submitted to the City. ECMS, LLC determined that the lowest bidder based on the Total Base Bid is A. Ortiz Construction & Paving, Inc. of Corpus Christi, Texas. Based on the information submitted for Special Provisions A-28, A-29, and A-30, A. Ortiz Construction & Paving, Inc. has the experience and resources to complete the project. CONFORMITY TO CITY POLICY: Conforms to statutes regarding construction procurement criteria and FY 2013-2014 Storm Water Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Storm Water FINANCIAL IMPACT: Fiscal Year Project to Date 2013-2014 Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget $73,150.00 $600,000.00 $1,200,000.00 $1,873,150.00 Encumbered / $73,150.00 $0.00 $73,150.00 Expended Amount This item $0.00 $386,350.00 $0.00 $386,350.00 Future Anticipated Expenditures This $0.00 $104,160.25 $0.00 $104,160.25 Project BALANCE $0.00 $109,489.75 $1,200,000.00 $1,309,489.75 Fund(s): SW02 Comments: This Project has a 365 calendar day construction duration. RECOMMENDATION: City staff recommends that the construction contract be awarded to A. Ortiz Construction & Paving, Inc. of Corpus Christi, and Texas in the amount of$386,350.00 for Lifecycle Curb and Gutter Replacement. LIST OF SUPPORTING DOCUMENTS: Project Budget K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX Location Map K:\ENGINEERING\LEGISTAR\11-OCTOBER 8\LIFECYCLE CURB AND GUTTER\AGENDA MEMO-LIFECYCLE CURB AND GUTTER.DOCX PROJECT BUDGET ESTIMATE Lifecycle Curb and Gutter Replacement E12143 PROJECT FUNDS AVAILABLE: Stormwater CIP prior year...................................................................................... $ 73,150.00 Stormwater CIP FY 2013-2014............................................................................... 600,000.00 Stormwater CIP FY 2014-2015............................................................................... 600,000.00 Stormwater CIP FY 2015-2016............................................................................... 600,000.00 Project Total 1,873,150.00 FUNDS REQUIRED: Construction (A. Ortiz Construction)......................................................................... 386,350.00 Design Fees: Engineer(ECMS)................................................................................................. 73,150.00 Geotechnical Study and Testing (TBD)..................................................................... 28,097.25 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)........................................ 18,731.50 Engineering Services (Project Mgt//Traffic Mgt Services).............................................. 38,600.00 Finance.............................................................................................................. 9,365.75 Misc. (Printing, Advertising, etc.)............................................................................. 9,365.75 TOTAL............................................................................................................... 563,660.25 ESTIMATED PROJECT BUDGET BALANCE............................................................ $ 1,309,489.75 \Mproject\councilexhibits\exhE12143.dwg N elvFe F . 624 AlIECES Bray 3 !E-OpAR� UP R)FfR Pow` � v > 3 H 37 eoPAe � HWY 44 AGNES AGNES CORP s C" RjsTt B-Ay MO 6P ¢ 0 3= CCIA BEAR > ✓' } Z 5 l�'f' PQ7NT o DNS �5 S e M AR SgRA OGA �S4, q O F ,ySgM OCFA A h HO<<y S 6 O o5 3�� ,p0� pgORf O OR �� e qN� Leo AS F.M. 43 Z HR Q h� l7>RE QQ� � P FM 2444 N cos o� s� PK CITY WIDE PROGRAM Ilk 3 QUJ Z� WHITE AP vQ Cciul y Off' Qe° MEXICO Q, e� LOCATION MAP NOT TO SCALE PROJECT#E12143 Lifecycle Curb and CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS Gutter Replacement DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 SC AGENDA MEMORANDUM Future Item for the City Council Meeting of October 8, 2013 Gd7apr�M M1ry�p xs Action Item for the City Council Meeting of October 22, 2013 DATE: September 25, 2013 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Director of Engineering Services DanB @cctexas.com (361) 826-3729 Gustavo Gonzalez, P.E., Director of Water Operations GustavoGo@cctexas.com (361) 826-1874 Engineering Design Contract O.N. Stevens Water Treatment Plant High Service Building No. 3 CAPTION: Motion authorizing the City Manager or designee to execute the Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of $2,358,103.00, for a total restated fee of $2,405,603.00 for the O.N. Stevens Water Treatment Plant High Service Building No. 3. PURPOSE: The purpose of this Agenda Item is to execute the amended contract for O.N. Stevens Water Treatment Plant High Service Building No. 3. BACKGROUND AND FINDINGS: The O.N. Stevens Water Treatment Plant (ONSWTP) is currently rated at 161.5 million gallons daily (MGD) and treats approximately five billion gallons of water per year via High Service Pump Building No. 1 and No. 2 (HSPB No. 1 and HSPB No. 2). The HSPB No. 1 is nine years beyond its design lifespan and most of its pumps are out of services. Meanwhile, a recent inspection indicated that the Clearwell No. 1 beneath the HSPB No. 1 needs immediate repairs and maintenance in order to extend its service life. In order for ONSWTP to maintain its current treatment rating and meet the future water demands of Corpus Christi and the surrounding area as well as the requirements of Alternative Capacity Requirements (ACR) Exception by Texas Commission of Environmental Quality (TCEQ), the aging plant needs the addition of High Service Pump Building No. 3 (HSPB No. 3) to replace HSPB No. 1. The HSPB No. 3 will have a required capacity of approximately 104.2 MGD, and is able to reach 126.6 MGD by adding pumps in phases as needed. The amended Contract allows the Consultant Engineer, LNV, Inc., to provide engineering services for the new HSPB No. 3. The scope of this project includes preliminary phase, design phase, bid phase, construction phase and additional services. LNV Engineering was selected as the Consultant Engineer through RFQ No. 2011-05. ALTERNATIVES: 1. Execute the amended Contract for Professional Services with LNV, Inc. as proposed. 2. Do not execute the amended Contract for Professional Services with LNV, Inc. as proposed. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding FY 2013-2014 Water Capital Improvement Planning (CIP) Budget EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year Project to 2013-2014 Date Current Year Future Years TOTALS Expenditures Line Item Budget $47,500.00 $800,000.00 $25,500,000.00 $26,347,500.00 Encumbered / Expended Amount $47,500.00 $47,500.00 This Item $600,000.00 $1,758,103.00 $2,358,103.00 Future Anticipated Expenditures This Project $200,000.00 $23,543,000.00 $23,743,000.00 BALANCE $0.00 $0.00 $198,897.00 $198,897.00 Fund(s): Water CIP #14 Comments: This project requires approximately 1,518 calendar days with anticipated completion December 2017. The Contract for Professional Services will result in the expenditure of an amount not to exceed $2,358,103.00. This amount will be funded over several years, with FY 14 funding in the amount of $600,000.00 and future funding will be required in the amount of $1,758,103.00 to complete the contract. Additional CIP money to cover the total project will be requested at a future time. The design and construction costs for this project will be financed over multiple years to coincide with actual work performed to the extent funding allows and Council approves through the yearly Capital Improvement Budget program. RECOMMENDATION: City Staff recommends approval of Amendment No. 1 to the Contract for Professional Services with LNV, Inc. of Corpus Christi, Texas in the amount of $2,358,103.00, for a total restated fee of $2,405,603.00 for the O.N. Stevens Water Treatment Plant High Service Building No. 3. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Power Point PROJECT BUDGET O.N. STEVENS WATER TREATMENT PLANT HIGH SERVICE BUILDING NO. 3 FUNDS AVAILABLE: Water Operating.................................................................................... $47,500.00 Water CIP (2013-2014)................................................................................. $800,000.00 Future Water CIP Request.................................................................... $25,500,000.00 Total...................................................................................................... $26,347,500.00 FUNDS REQUIRED: Construction (Estimate)................................................................................. $19,830,000.00 Contingencies (10%)..................................................................................... 1,983,000.00 Engineer Fees: Design Engineer(LNV, Inc.)*.......................................................................... 47,500.00 Design Engineer-Amendment No. 1 THIS CONTRACT (LNV, Inc.)...................... 2,358,103.00 Other Services (Testing, Survey, Laboratory) (Estimate)....................................... 250,000.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin)................................ 345,000.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt).................................... 535,000.00 Construction Observation Services.................................................................. 535,000.00 Finance...................................................................................................... 190,000.00 Misc.......................................................................................................... 75,000.00 TOTAL...................................................................................................... $26,148,603.00 PROJECT BUDGET BALANCE..................................................................... $198,897.00 *Original Small A/E Agreement administratively approved on February 13, 2013 File \Mproject\councilexhibits\exhE11066.dwg jk r\,v I N NUECES O.N.STEVENS WATER Qj� TREATMENT PLANT F� F.M. 624 Nue��s Ca��ty O T l F0 D C/p L _ w 0 ° o Q o LLJ N 0 O O w O O 4 � � O Q O HWY 44 o J Cl-I O O �- o cc O M cn LOCATION MAP NOT TO SCALE PROJECT#E11066 O.N. Stevens Water Treatment CITY COUNCIL EXHIBIT Plant High Service DEPIARTMENT OFPENGINEERING SERVICES Building No. 3 PAGE: 1 of 1 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County,Texas 78469-9277 (City)acting through its duly authorized City Manager or Designee (Director of Engineering Services) and LNV, Inc., a Texas corporation, 801 Navigation, Suite 300, Corpus Christi, Nueces County, Texas 78408, (Architect/Engineer—A/E), hereby agree as follows: 1. SCOPE OF PROJECT O.N. Stevens Water Treatment Plant Hi h Service Building No. 3 E11066 - This project provides for a new High Service Building as the repair/replacement of the existing High Service Building No. 1 and its equipment is not feasible or cost effective. The New High Service Building will have the capability to deliver treated water to the distribution system from the existing clear-well No. 1, clear-well No.2 and future programmed clear-welt No. 3. Completion of this project will enable the City to decommission and take out of service High Service Building No. 1. 2. SCOPE OF SERVICES The AIE hereby agrees, at its own expense,,.,to perform professional services necessary to review and prepare plans, specifications, and bid and contract documents. In addition,A/E will provide monthly status updates(project progress or delays,gantt charts presented with monthly invoices)and provide contract administration services, as described in Exhibit"A" and "A-1", to complete the project. Work will not begin on Additional Services until requested by the A/E(provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. A/E services will be"Services for Construction Projects"-(Basic Services for Construction Projects")which are shown and are in accordance with"Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the A/E and written authorization is provided by the Director of Engineering Services. The anticipated schedule of the preliminary phase, design phase, bid phase, and construction phase is shown on Exhibit"A". This schedule is not to be inclusive of all additional time that may be required for review by the City staff and may be amended by or with the concurrence of the Director of Engineering Services. Contract for Engineering(AIE)Services Page 1 of 3 KAENCANEERING MATAEXCNANGEUENNIFEMWATER 1E11068 ONSWrP NIGH SRVC SLOG NO.MMENOMENT NO.7ICONTRACTMONTRACTMOC The Director of Engineering Services may direct the A/E to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3)days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the A/E a fee, as described in Exhibit "A", for providing services authorized, a revised fee not to exceed$2,358,103.00 Two Million Three Hundred Fi - Ei ht Thousand One Hundred Three Dollars and Zero Cents for a total restated fee not to exceed $2,405,603.00 [Two Million Four Hundred Five Thousand Six Hundred Three Dollars and Zero Cents. Monthly invoices shall be submitted in accordance with Exhibit"C". 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause,terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the A/E will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 70%of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 30% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the A/E is a partnership,then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing bythe City. Contract for Engineering(wE)Services Page 2 of 3 KAMANEERING DATAEXCHANGEUENNIFERIWATERV1066 ONSWTP HIGH SRVC BLDG NO,MAMENOMENT NO.11CONTRACTCONTRACT.DOC 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the AIE without the express written consent of the Director of Engineering Services. However, the AIE may use standard details that are not specific to this project. The City agrees that any modification of the plans will be evidenced on the plans, and be signed and sealed by a professional engineer prior to re-use of modified plans. 10. DISCLOSURE OF INTEREST AIE further agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part of this contract, the Disclosure of Interests form. Opp CITY OF CORPUS CHRISTI L Mark Van Vleck, P.E., Date esker, P.E, ate'Le Interim Assistant City Manager for Preside"`" Public Works & Utilities 801"1avigation, Suite 300 Corpus Christi, Texas 78408 (361) 883-1984 Office RECOMMENDED (361) 883-1986 Fax Daniel Biles, P.E., Date Director of En ' ee ' Services __ ((7' + 'r erating Department Date APPROVED ENTERED P . .,,,. Office of Management Date rwmANAUER and Budget ATTEST Project No: E11066 Fund Source No:550950-4093-00000-E11066 Fund Name: Water 2013 CIP (RevBds) Encumbrance No: Armando Chapa, City Secretary Contract for Engineering(AIE)Services Page 3 of 3 K:WNGINEERING DATAUCHANGELIENNIFERIWATEME11M ONSWTP HIGH SRVC BLDG NO.MAMENDMENT NO.1 CONTRACTICONTRACT.DOC EXHIBIT A CITY OF CORPUS CHRISTI,TEXAS ONSWTP HIGH SERVICE PUMP BUILDING NO. 3 CITY PROJECT E11066 CITY RFQ NO. 2011-06 I. SCOPE OF SERVICES A. Basic Services. 1. Preliminary Phase. The AIE will: It is the intent of the Preliminary Phase to provide a study and report of project scope with economic and technical evaluation of aftematives,and upon approval,proceed with a Preliminary Engineering Report(PER)which includes preliminary designs (30%), drawings, and written description of the project. This report shall include: a. Provide scope of soil investigations, borings, and laboratory testing and make recommendations to the City.Coordinate all required services with the Geotech Lab. (The City Engineering Services Department will provide necessary soil investigation and testing under one or more separate contracts.) b. Confer with the City staff regarding the design parameters of the Project. The A/E will participate in multiple formal meetings with City staff, provide agenda and purpose for each formal meeting; document and distribute meeting minutes and meeting report within seven(7)working days of the meeting as described in Exhibit A-1. The AIE will discuss the project with the operating department and other agencies, such as the Texas Department of Transportation (TxDOT) and Texas Commission on Environmental Quality(TCEQ)as required to satisfactorily complete the Project. c. Submit one(1)copy in an approved electronic format,and one(1)paper copy of the PER, for review with City staff. PER will include the following (with CONSTRUCTABILITY being a major element in all the following items): 1) Review the Project with the respective Operating Department(s) and discussions including clarification and definition of intent and execution of the Project. The AIE will meet with City staff to collect data, discuss materials and methods of construction, and identify design and construction requirements. 2) Review and investigation of available records, archives, and pertinent data related to the Project including taking photographs of the Project site, list of potential problems and possible conflicts,intent of design,and improvements required, and conformance to relevant Master Plan(s). 3) Identify results of site field investigation including site findings, existing conditions, potential right of way/easements to be acquired,and probable Project design solutions (which are common to municipalities), in accordance with S.U.E. (Subsurface Utility Engineering) standards (CI/ASCE 38-02). Subsurface investigation will be paid as an additional service. 4) Provide a presentation of pertinent factors, sketches, designs, cross- sections,and parameters which will or may impact the design, including Engineering design basis, preliminary layout sketches, identification of needed additional services, preliminary details of construction of critical elements,identification of needed permits, identification of specifications City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 1 of 12 to be used, identification of quality and quantity of materials of construction, and other factors required for a professional design (CONSTRUCTABILITY). 5) Advise of environmental site evaluations and archeology reports that are needed for the Project(environmental issues and archeological services to be an Additional Service). 6) Identify and analyze requirements of govemmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet and coordinate with agencies such as RTA, CDBG, LISPS, CCISD, community groups, TDLR, etc. 7) Confer, discuss, and meet with City operating department(s) and Engineering Services staff to produce a cohesive,well-defined proposed scope of design, probable cost estimates and design alternatives. 8) Provide a letter stating that the A/E and Sub-consultant Engineers have checked and reviewed the PER prior to submission. 'Fe n and a#eet. City staff will provide one set only of the following information (as applicable): a. Record drawings, record information of existing facilities, and utilities (as available from City Engineering files) b. The preliminary budget, specifying the funds available for construction c. Aerial photography for the Project area d. Through separate contract, related GIS mapping for existing facilities. e. A copy of existing studies and plans, as available from City Engineering files. f. Field location of existing city utilities. (AIE to coordinate with City Operating Department.) g. Provide applicable Master Plans. h. Provide bench marks and coordinates. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the AIE will: a. Study, verify, and implement PER recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Operating Department(s) and Engineering Services staff. b. Prepare one(1)set of the construction bid and contract documents (electronic and full-size hard copies using City Standards as applicable), including contract agreement forms,general conditions and supplemental conditions,notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one(1)bid,the size and character of the entire Project;description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. c. Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 2 of 12 d. Prepare final quantities and estimates of probable costs with the recommended construction schedule.The construction schedule will provide a phased approach to track progress and payments. e. For the 60%and Pre-Final(100%).submittal stages,A/E shall furnish one(1)set of the Interim plans (electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Show existing elevations resulting from topographic survey. Show locations of utility lines, structures and their respective elevations resulting from the S.U.E. Use the City's numbering system for utility manholes. Identify distribution list for plans and bid documents to all affected utilities including City and all other affected entities. Required with the interim plans is a "Plan Executive Summary"which will identify and summarize the project by distinguishing key elements such as: • Pipe Size or Building Size • Pipe Material, etc. • Why one material is selected over another • Pluses of selections • ROW requirements and why • Permit requirements and why • Easement requirements and why • Embedment type and why • Constructability, etc. • Specific requirements of the City • Standard specifications • Non-standard specifications • Any unique requirements • Cost, alternatives, etc. • Owner permit requirements and status f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants. h. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim,pre-final(if required),and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. The A/E shall submit a letter declaring that all Engineering disciplines of all phases of the submittals have been checked, reviewed,and are complete prior to submission, and Include signature of all disciplines Including but not limited to structural, civil, mechanical, electrical,etc. { If MgUiFeel nFw.tirle •Mffie. e.eantFals ine hiding a TeafFir_f_�e�ntFesl_QlaR,Cllumin.+ti8R t t t T I. Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents(electronic and full-size hard copies using City Standards as applicable) suitable for reproduction.Said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 3 of 12 m. The City agrees that any modifications of the submitted final plans(for other uses by the City)will be evidenced on the plans and be signed and sealed by a professional Engineer prior to reuse of modified plans. n. Prepare and submit monthly status reports with action items developed from monthly progress and review meetings. o. Provide a Storm Water Pollution Prevention Plan, if required. The City staff will: a. Designate an individual to have responsibility,authority,and control for coordinating activities for the construction contract awarded. b. Provide the budget for the Project specifying the funds available forthe construction contract. c. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare,in the City's format,for the Engineering Services'approval,any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the AIE's design phase estimate required above,the A/E will,at its expense,confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re- advertise that particular portion of the Project for bids. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the AIE) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c. Receive the A/E's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d. Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Phase. The A/E will perform contract administration to include the following: a. Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Review field and laboratory tests. d. Provide interpretations and clarfcations of the contract documents for the contractor and authorize required changes,which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 4 of 12 e. Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents.This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. As applicable, review and assure compliance with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this Project. These manuals will be in a"multimedia format" suitable for viewing with Microsoft's Internet Explorer,version 3.0. As a minimum the Introduction, Table of Contents, and Index will be in HTML (HyperText Markup Language) format, with HyperText links to the other parts of the manual. The remainder of the manual can be scanned images or a mixture of scanned images and text. Use the common formats for scanned images - GIF, TIFF, JPEG, etc.. Confirm before delivery of the manuals that all scanned image formats are compatible with the image-viewing software available on the City's computer - Imaging for Win95(Wang)and Microsoft Imaging Composer. Deliver the manuals on a CD-ROM, not on floppy disks. i. Review construction "red-line"drawings, prepare record drawings of the Project as constructed (from the "red-line" drawings, inspection, and the contractor provided plans)and deliverto the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings within two (2) months of final acceptance of the project. All drawings will be CADD drawn using dwg format in AutoCAD,and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Process applications/estimates for payments to contractor b. Conduct the final acceptance inspection with the AIE B. Additional Services (ALLOWANCE) This section defines the scope(and ALLOWANCE)for compensation for additional services that may be included as part of this contract, but the AIE will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The AIE will, with written authorization by the Director of Engineering Services, do the following: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 5 of 12 1. Permit&Agency Coordination. (AUTHORIZED) Furnish the City all Engineering data and documentation necessary for all required permits as described in Exhibit A-1. The AIE will prepare this documentation for all required signatures. The AIE will prepare and submit all permits as applicable to the appropriate local, state, and federal authorities, including, but not limited to: a. Wetlands Delineation and Permit b. Temporary Discharge Permit c. NPDES Permit/Amendments d. Texas Commission of Environmental Quality(TCEQ) Permits/Amendments e. Nueces County f. Texas Historical Commission (THC) g. U.S. Fish and Wildlife Service (USFWS) h. U.S.Army Corps of Engineers(USAGE) i. United States Environmental Protection Agency(USEPA) j. Texas Department of Licensing and Regulation (TDLR) 2. Topoaraphic Survey. (AUTHORIZED) AIE will provide held surveys, as required for design including the necessary control points, coordinates and elevations of points (as required for the aerial mapping of the Project area-aerial photography to be provided by City). Establish base surrey controls for line and elevation staking (not detailed setting of lines and grades for speck structures or facilities). All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two(2)found boundary monuments from the project area. Topographic Survey services to be provided as described in Exhibit A-1. AIE will also provide subsurface utility en ineerin (SUE)-and land ac uisition services as described in Exhibit A-1 and as required by the ro'ect. These services must be authorized by the City prior to commencement of work. 3. Environmental issues. (AUTHORIZED) Provide environmental site evaluations and Archaeology Reports that are needed for the Project. Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 4. Construction Observation Services. (TBD) Provide a Construction Management Team consisting of a Project Representative(PR), Project Construction Inspector (PC[), and Project Administrative Assistant (PAA). Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the Engineer shall endeavor to provide further protection for the City against defects and deficiencies in the work.The duties and responsibilities of the PR are described as follows: a. General: PR will act as directed by and under the supervision of Engineer, and will City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 6 of 12 confer with the Engineer regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with the Engineer and Contractor, keeping the City advised as necessary. b. Conference and Meetings: Attend meetings with Contractor, such as pre- construction conferences, progress meetings,job conferences and other project- related meetings as required by the City, and prepare and circulate copies of minutes thereof. c. Liaison: 1) Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. 2) PR shall communicate with the City with the knowledge of and under the direction of the Engineer d. Interpretation of Contract Documents:Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. e. Shop Drawings and Samples: 1) Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. 2) Record date of receipt of Samples and approved Shop Drawings. 3) Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. f. Review of Work and Rejection of Defective Work: 1) Conduct on-Site observations of Contractor's work in progress to assist the Engineer in determining if the Work is in general proceeding in accordance with the Contract Documents. 2) Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and the Engineer of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 3) Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. g. Records: 1) Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders,Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, Engineer's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor,and other Project related documents. 2) Prepare a daily report utilizing approved City format,recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders,Work Change Directives,or changed conditions,Site visitors,daily activities,decisions,observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the Engineer and the City. h. Reports: 1) Furnish periodic reports as required of progress of the Work and of Contractor's City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 7 of 12 compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. 2) Report immediately to the City and the Engineer the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the work, and property damaged by fire or other causes. 3) Provide project photo report on CD-ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. L Completion: 1) Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. 2) Participate in a final inspection in the company of the Engineer, the City, and Contractor and prepare a final list of items to be completed or corrected. 3) Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. 5. Start-up&Training Services. Provide on-site services and verification for all start-up procedures during actual start-up of major project components, systems, and related appurtenances if needed and required, as described in Exhibit A-1. Provide Training services as described in Exhibit A-1. Provide factory witness testing as described in Exhibit A-1. 6. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix,restore,patch,or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action,with its recommendation forthe method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 7. SCADA& Equipment O&M Documentation. Provide standardized SCADA documentation,which will include PFDs, P&IDs, loop sheets, logics, SCADA architecture, DCS 110 lists, instrument lists, tie-in lists, piping lists, equipment lists, and instrumentation specification sheets. The construction documents will include the requirements within the Construction Contract and specifications that the Contractor is to prepare SCADA documents as specified,for submission to the AIE for review and approval. AIE will provide the final SCADA documentation to City in organized format when approved. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 8 of 12 8. Public Involvement. (N/A) 9. Electronic Operations O&M Manual. (TBD) Provide electronic operations O&M manual as described in Exhibit A-1. 10.Conformed Contract Documents. (TBD) Provide conformed contract documents services as described in Exhibit A-1. 11. Existina Facilities Condition Assessment. (TBD) Provide existing facilities condition assessment services as described in Exhibit A-1. 12.Windstorm Certification. (AUTHORIZED) Provide all required services for Windstorm Certification as described in Exhibit A-1. 13. Peer Review Coordination &Response. Provide authorized peer review coordination and response services as described in Exhibit A-1. 14. High Service Pumping System Energy Audit S_Energy Conservation Evaluation. (TBD) Provide energy audit services as described in Exhibit A-1. 16. Physical Laboratory Scale Hydraulic Modeling Study. (TBD) Provide physical lab scale hydraulic modeling study services as described in Exhibit A-1. 16. Disinfection_CT Evaluation. (TBD) Provide disinfection CT evaluation services as described in Exhibit A-1. 17. Plant Process and Hydraulic Evaluation. (TBD) Provide plant process and hydraulic evaluation services as described in Exhibit A-1. 18. Electrical Studies. (AUTHORIZED) Provide electrical studies services as described in Exhibit A-1. Provide HS No. 1 contaminant inspection services as described in Exhibit A-1. 19. Control Logic&Application Development Support. (AUTHORIZED) Provide control logic and application development services as described in Exhibit A-1. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 9 of 12 20.Control System Integration Coordination. (AUTHORIZED) Provide control system integration services as described in Exhibit A-1. 21.Proiect Manual. (AUTHORIZED) Provide Project Manual development and services as described in Exhibit A-1. 22. Proaram Manaaement S Protects Coordination. Provide program management and projects coordination services as described in Exhibit A-1. Provide the services above authorized in addition to those items shown on Exhibit"A-1"Task List, which provides supplemental description to Exhibit"A."Note:The Exhibit"A-1"Task List does not supersede Exhibit"A." 2. SCHEDULE The detailed project schedule for each design task and construction phase is provided in Appendix B. In addition,a preliminary project cost breakdown by fiscal year is shown for design,construction, contingency and inspection. 3. FEES A. Fee for Basic Services. The City will pay the AIE a fixed fee for providing for all"Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above,and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The A/E may be directed to suspend work pending receipt and appropriation of funds. Forservices provided in Section I.A.1- 4, AIE will submit monthly statements for basic services rendered. In Section I.A.1-3, the statement will be based upon ENGINEER's estimate (and City concurrence) of the proportion of the total services actually completed at the time of billing. For services provided in Section I.A.4,the statement will be based upon the percent of completion of the construction contract. City will make prompt monthly payments in response to AIE's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services,"the City will pay the AIE a not-to-exceed fee as per the table below: City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj.No. 120170 Page 10 of 12 C. Summary of l=ees Table ............... ,,,,,,,,,,,,,,,, ®.R.,,,,,,,,,,,,,,,....,,,_............._______._,m,,,,,,,,,,,,,,,,,,,,,,m,,,,,..............coNTRACr,,,,,,,,,,.1 IGINAL AMD. NO. 1 CONTRACT TOTAL .................._.„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,. ,,,,,,,,,,, ... _______,.,,,,,,,,,,,,, BASIC SERVICES 1. Preliminary Phase $ 47,500.00 $ 381,371.00 $ 428,871.00 2. Design Phase - $ 963,767.00 $ 963,767.00 -,,,,,,,,,,,,,,,,,,,,,,,,„...........................................................P. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,.,_------------------.. 3. Bid Phase - $ 35,219.00 $ 35,219.00 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,. ,.-,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,­ .................... ...............,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 4. Construction Administration Phase - $ 277,453.00 $ 277,453.00 ..................... .,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,._ .,,,,,,,,,,,,,,,, - Subtotal Basic Services(Authorized) $ 47,500.00 $1,657,810.00 $1,705,310.00 _____.__,,,,,,,,,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,.........................................,.,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .,.,,,,,,,,, ........................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,".,..................................................„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ... ADDITIONAL SERVICES TALLOANCE) 1. Permit&Agency Coordination (AUTHORIZED) - $ 24,026.00 1 $ 24,026.00 ............................................................................................................................................................................................................„,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,...... 2. Topographic Survey (AUTHORIZED) - $ 58,346.00 $ 58,346.00 ........................................ 3. Environmental Issues (AUTHORIZED) $ 31,088.00 $ 31,088.00 ..._....................................................-,,,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, m................................................m,.,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,.,,. 4. Construction Observation Services TBD _ ........................................mm,,,,, ....................... ......................................................... 5. Start-Up Services $ 77,927.00 $ 77,927.00 ................................................................................................ �..................... ... ....,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 6. Warranty Phase $ 53,906.00 $ 53,906.00 7. SCADA & Equipment O&M Documentation - $ 51,175.00 $ 51,175.00 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,...............................................mm.,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,w,. ,,,,,,,,, ,„,................................ ......._..,,,,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 8. Public Involvement(N/A) N/A _ 9. Electronic Operations O&M Manual TBD ............mm,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.................................... .......................,.,_ .,.. ..,.,,,.,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.,,,,,,,,,,.,...________________.._......... 10.Conformed Contract Documents TBD ....................................................................................................................W___________________.,,mm,,,,,,,,,,,,„,,,,,,,,,,,,,,,,,,,,,_.�..... 11. Existing Facilities Condition Assessment - TBD - ....................... ................................................................................................................................................................................................... [� � �l 12. Windstorm Certification (AUTHORIZED) - $ 19,800.00 $ 19,800.00 City Proj. No.E11066 ONSWTP High Service Pump Building No. 3 Exhibit"A” LNV Proj.No. 120170 Page 1 I of 12 .....................................................................................................................................................................................................v......................................................................................................... 13. Peer Review Coordination & Response $ 153,393.00 $ 153,393.00 ...................................................................................................................................................................................................... 1 . High 5rvc. Pumping Sys.Energy Audit& TBD Conservation Evaluation .......................................................................................................................................................................................................w m_,................................................................................................................. ................................................................................................................................._ ...,,..................................................................................................................................................M....................M.......................... 15. Physical Laboratory Scale Hydraulic Modeling Study TBD ..........................,............................................................................................................................................................................ 16. Disinfection CT Evaluation TBD 17. Plant Process and Hydraulic Evaluation TBD ............................................................................................................................................................................................................................................................................................................................... ...................................................................................... ., .................................................................................................. .............................................................................................. 18. Electrical Studies (AUTHORIZED) - $ 51,150.00 $ 51,150.00 .................................................................................................................................................................................................................................................................................................. 1 . Control Logic&Application Development Support $ 28,416.00 $ 28,416.00 (AUTHORIZED) .................................................................................................................................................................................... .................................................................................................................................................................................................................-................................................................................................................................... .........m W�............................................................ 20. Control System Integration Coordination $ 28,416.00 $ 28,416.00 (AUTHORIZED), ................................................................................................................................................................ ................................................................................................................................................................................................................._..........,............................................ .................................................................................................. ................................................................................... �...,.... 21. Project Manual (AUTHORIZED) $ 23,650.00 $ 23,650.00 22. Program Management& Projects Coordination $ 99,000.00 $ 99,000.00 .............................................................................................................................................................................................................................................................. Subtotal Additional Services - $ 700,293.00 $ 700,293.00 L......................................................................................................................................................................................................................................................-._.................................................................................... .. ................................................ ............................................................................................... ,.... ...................................................................................................................... TOTAL AUTHORIZED FEE $ 47,500.00 $2,358,10.3. .00 $2,405,603.00 City Proj, No,E11066 ONSWTP High Service Pump Building No.3 Exhibit"A" LNV Proj. No. 120170 Page 12 of 12 City of Corpus Christi, TX LNVSolubonsTodayvoth a CDM City 0f ONSWTP High Service Pump vpsaonforromomw Smith enq,neors I archutects I contractors �►� Corpus Building No. 3 = Christi Proiect No. E11066 EXHIBIT A-1 SCOPE OF WORK CITY OF CORPUS CHRISTI ONSWTP HIGH SERVICE PUMP BUILDING NO. 3 CITY PROJECT NO. E11066 T ABLE OF CON INORIIVI'a ION!, ....,.,.. ..... .., ,o .. ...... ......w.. ». ....:,. .,,....,.. ,.. ..,., .,a.,a. . . ...,.,..,,....,.,,. ........., 4 5copp ILwami A simni N .............. ....,,, ....... .......4 WaHl SiFnxF,lP um1p BudiLoi I �3 54 T Pik'N, ,,CONVA�O(TI WIN E51u MAT,EAND PROJEC T SCHED4M.1 4 E5aG IN,TEAM ... ...., ......, .„ „ DE51 !N STANDARDS........... ...... ....., , ,..,,,... .,u...... . . ........ ........ �PROJECr MANAC,E S .. ....... .. ... .... . ..... . ....... 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J'�2' 1.23 �,.......... 1.2.4 Contr�au�II!s .. ................... ... 12' 1.2.5 Electrical De�sagin,_, ........ . . . . . . . . ...... .... ., ....., ,,....., . ...... 12' . 1.2.6 Risk ��ra�,�� a�rat.. ....... ......... y ._p_,.,� ._,_ .,,,, .. .........,,,.. ...... ...., 1 „ y 1.2.2' reli' in raw Pi&,Os ............... . .... ............ . ... .,,,. .....,.. . , ,..,... ,.,.. ,..... ..,.d,. 1;3' Firrture ....., .......... , w.m 1:3' 1.3 Gf t� crdI I �L C RD111N��Ar1kV ,.,�., , �.. .,� ,,,,, ,,,, , , , ,.,., ..,..... . ,..,...,. ,. , , 3 , 1 1.4 ARICHITECTU RAL CONCEPTS DEVU1r IMt,N7. ....m..�.,. .. ....,..,., 14 1AA (,o'nd"sc�a,Pia g-Cona:e pL., .,,..� ..... ... . ......... .........m .,. . ..14 195 PREUMUNARY 1bII�MGN PAC'KA ae.'..... .,.,, .,,,,.�,. ,.,.,..�, ..�...,.. , .�,�..... �,...,. . 2 DES116IN ASE ... ., .. .., ,. .....,» . ..,.»,«., M ....... .. .. .. ,,. ,......,v., 15 2.1 Gfur Ate �tsq '�N� �..,..... �.,, ..,... w...., , ,�� .,,.,,�., , , �. .,.�..�� ........ 15 2.1.1 ........ ............... ��,�..... ..,.,,. . , , , . ,��.m, .... �.... . ...... 15 2.12 0015it e ........ . ... 15 2.1.3 Final D�rra'-age Rqport.... ..,...�., ,�.,.,.,, �,..,�..,,. , ..,.�,.. ..., ,�.., , .......� ...., , , 1 2.1.4 Powerthstr"burion, Atte�rnare P�o wery o,nd orw-Line Diagrams_....._... .„ ......., ........1 " 2.1.5 PumpStatrora ContratSystem.... ...—......­­___...... 1 2.1.5 ONSWTP High Service Pump Building o- 3 Support�S,p��st�e� .�..�. .... ....... ... . ... .......... ............"_,.,. ..,.. 16 2.1.2' oint rraancelof Plant Operatfons ............... ,. _..... , , ......., .__1 2,.2 Hw�H ERVI E' PUMP T A610N]INO 3 IDIE ION ..... , ,,, «,, . „ „ ... . ........ ........ 2,211 P , p Duty,Condition Design-'... , . <., , ,.., ..4_. ��....,�. .... ...... .. ..�.a„ ...... . . , ..,,..... ,..... 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I 3.3 IB�,�U LVAILUAIIO'NANt)IRE.C�omm jIN�o Ta NilarT WAR .,. . , ,,., „ ,., , , ,,.,., 4 CONSTRUCTION .,... 4h,'1 G!ENlEIRA L Pst olEuo� Am,W$TRAT, IN A)ND MEE7AGS „1,, P ., ,". . ..���.�„ �.., ,..�..... . „ 4.3, Pn;oRmSiTe ViS' rs.,,,,.,,.__1 - -,,�... I--......... ........ .., , „ 4.5 I55,UENTERPRETAT�,OINS AiND CLAMITICATAON ,,,,,, ...... �.�. 6 NO P�AIRCHITKT'ilUR �,..,... ,, « ti 4.7 SLIER' ANTW�COMPLMOIN, F�AL AccLPIANCt Nr*$P,E(710N ,., ,,,,,, , � .�.,�,,. .......,. , ..... . . ...... ......... ..... .... 16 4.8 RKORDlf0 �AWNGS.., ..., ....... , , ,,,,,, , „... ...., . 27 rDDITIONAL IERVIC I � 91,. ...,«..,.. .......... Il PERMITTING&AGENCY COORDINATION t, I,ITI ORIZIED ............................ .. ...... .......... ...«.«,.: ,,.,..,.. .....,,...28 1 2 GENERAL A�CE�iNc CO R'OTNATIONC ,I, , ,,,,,,, ,,,,,,.. ..,,...,. .... .,,,. ......... , ���.,.., . ,., ,m, ... ....o,.,. � , , � :8 TOPOGRAPHIC SkJJR' 'EY(AUTH IRI IFIND),M ........, 21 S u S RvrWy'....m,. .,......., . , y,,.„., ,,, ....... ........... .. ,,.,,,.� �,...,... , �. , .. ... .. , g , 2.:2 ti� , r u �at7T �N a�� �l l u� �p. .,�.�.�, ,.,�. ..,,....�. ....�,..� .. ...... ........ .,. „ „ ,. ,310 3 ENVIRONMENTAL II N«IUE i(AiUTHIO RllZED) .,a.,..,,.............. . ....... ......... «,...„.., „«.,.... ...,...,..,.....,..L., ,.., .,...,p.,v ,.. �. 4. 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' 'IME:NT jlN/ ;p..— ,.......A............. ........w ...... .. .....a.., ..,..,,.„ 4 9 ELECTROIN IC OPERATIONS AND II AINITNENANdICE MANUAL(T80). ............ «. ....—, 9.1 08GAM n EucTROIN A:F A'l"ArwDSECURly, ....... ...., ­. .. ....... ... ......:3 .7 COMP BACK R�OUNO I WORMA71011W r. , , , ......, I-...,,, , , ,I.I, � , , 1,'­.,316,, 1.21A StiondardProcess levelContent 5'ertions .............. ., .... , 6 10 CONFORMED CONTRACT IOM(]OUVM1E:NT (T D)................................. „ ....,.. .>,M,...., ,..,...- .«,....«.39 �11 EX$STING F IMIIIES�C IITION ASSE:S'SMU ENT(181D)«,,. ,.,««.«., ......... ..« ......... 12 MIN+D T'O RIM CERTIFICATION 13 II' IFIR REVIEW C:CIiCfRDI�NIATIm AND Ildl 'I�171IId F,.. .....,>..,.„. ...,a.,,... ,a..,.,,,.. ...,...., .,. «., a,... ,....,...,« .,....,... ........... a...w.,...,, ” 14 II IN II SERVICE PUMPING SYSTEM `NII ' � �Y MIT& ENERGY CONSERVATION EVALUATION1(�T'SDJ�-,«. ....... . ......... 14.1 EaMEMI'S F'THE UiCS,i, ,,, , , , ,,, ,,,, MA'.T Histod c En,orgv Consumption., , ,...... ....,,m,. ......... ..................................... 43 14J,2 High Service Piump B'u Wing or f eo�wre scr-P'vm- .... ...... .... , ........ 4. . . 14A.3 FirTa«ripm,L-ra,N t.asN .,.,,W.,. „y, ..,,,.�,, .,.,.,,,, .. ....,v. �.. ,...,. ., ........... 43 14.1.4 Energy Conservation Measures:....................................................... ....... .. ....m..,. , ..,, ..... ... ............ 44 14.1.5 L imitations.................................................................................... .... ....... ................. „. .,..44 15 PHYSICAL LABORATORY SCALE HYDRAULIC MODELING STUDY(TBD).......................................................................44 16 DISINFECTION CT EVALUATION(TBD).......................................................................................................................45 17 PLANT PROCESS AND HYDRAULIC EVALUATION(TBD)..............................................................................................45 18 ELECTRICAL STUDIES(AUTHORIZED).........................................................................................................................45 19 CONTROL LOGIC&APPLICATION DEVELOPMENT(AUTHORIZED).............................................................................46 20 CONTROL SYSTEM INTEGRATION(AUTHORIZED)......................................................................................................46 21 PROJECT MANUAL(AUTHORIZED)............................................................................................................................47 22 PROGRAM MANAGEMENT&PROJECTS COORDINATION.........................................................................................47 TABLES Table1 Design Team............................................................................................................................................................5 Table2 Project Workshops..................................................................................................................................................7 Table3 Permitting C oordination........................................................................................................................................29 Table4 Condition Assessment-Structures&Equipment...................................................................................................40 General Information The O.N. Stevens Water Treatment Plant(ONSWTP)was originally constructed in 1954 and supplies water for municipal and industrial use in a seven-county service area covering 140 square miles and is the sole provider of treated water to the City of Corpus Christi, Texas. High Service No. 1 was originally constructed with a maximum capacity of 82.2 million gallons per day(MGD)and a firm capacity of 66.4 MGD. ONSWTP underwent a major plant wide expansion in 1981. The expansion included a new High Service No. 2 which has a maximum capacity of 97.9 MGD and a firm capacity of 73.4 MGD. The 1981 expansion also included the addition of a new River Pump Station(raw water pump station),Raw Water Receiving Unit, Sedimentation Basins,Filters and a 10 million gallon(mg) Clearwell No.2. These additions essentially brought a second treatment train into service and more than doubled the overall capacity of the plant.The plant is currently rated at 161.5 MGD and treats approximately 25 billion gallons per year. In order for ONSWTP to maintain its current treatment rating and meet the future water demands of Corpus Christi and the surrounding area,the aging plant will require a series of improvements and upgrades,one of which being the addition of High Service Pump Building No. 3 (RSPB 03)to replace the 59 year old High Service Pump Building No. 1 (RSPB#1). Scope Limiting Assumptions The following scope limiting assumptions have been defined: • The total scope of the project will be delivered via one single contract(i.e. one set of contract documents). • The Preliminary Project Schedule assumes the project will receive Notice to Proceed from the City no later than October 2013. • The City or Contractor will pay all fees associated with permit applications and plan review including City of Corpus Christi Development Services,Nueces County,TCEQ,and other agencies as required. • The starting point for this Design is based upon the data collection,evaluation and system recommendations developed in the Initial Phase Effort. High Service Pump Building No. 3 Site Plan, Construction Estimate and Project Schedule The High Service Pump Building No. 3 Conceptual Site Plan at ONSWTP is shown in Appendix A. The Preliminary Construction Estimates are provided in Appendix B and the Preliminary Project Schedule is provided in Appendix C. The Preliminary Project Schedule takes into account the 104.2 MGD capacity High Service Pump Building No. 3 improvements and may require modification throughout the course of the Project if phasing is required. Design Team The firms involved in this Project are listed below in Table 1 with their respective disciplines: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-l" LNV Proj.No. 120170 Page 4 of 48 Table 1 Design Team Firm Disciplines LNV, Inc. Project Management General, Civil and Site Design Structural Design Condition Assessment--Structural Windstorm Certification Topographic Survey Subsurface Utility Engineering (SUE) Cost Estimating —QA/QC SWPPP Construction Administration (TBD) Start-Up &Training Services Warranty Energy Audit TBD CDM Smith Process Unit Design & Criteria Condition Assessment-- Mech/Process Process/Mechanical Design Cost Estimating Constructability Review Start-Up &Training Services Construction Administration BD Bath Group Electrical Design (All facilities) Instrumentation & Controls Design (All Facilities) Start-Up &Training Services SCADA & O&M Documentation Govind Development Condition Assessment--Structural Structural Design Turner& Ramirez Architectural Design Landscape Architectural Design TBD Design Standards The Engineer will be responsible for providing the work to meet the City of Corpus Christi standards. The Engineer will also comply with the following standards: • All applicable Uniform and National codes along with the City amendments as adopted by ordinance • AWWA,NSF,HI,TAC,ACI,ASTM,ANSI,etc., as applicable City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 5 of 48 Basic TV* Services to be provided as described in Exhibit A Project Management The Engineer will manage project activities in order to achieve timely project delivery,encourage the consistent application of cost control strategies,and devote the utmost attention to quality control. The Engineer will also track the Final Design and Construction Administration budget and schedule, coordinate and manage sub-consultants,prepare and submit invoices, and coordinate with the City's Project Manager. The Engineer will prepare and distribute monthly progress reports. LNV's Principal- in-Charge and Project Manager will meet monthly with the City's Project Manager to discuss the status and progress of the project. Manage the services of the firms providing design and construction management services for the completion of this project. Review the progress of the services being performed,prepare subconsultant agreements, determine correctness of partial payment requests,and process payment requests. Die/iverab/es: • Project Manual • Monthly progress reports • Monthly invoices Project Meetings The Engineer will prepare and distribute written minutes of these meetings to the City and the Project Team. Action items and decisions shall be clearly identified in the notes. Kickoff Meeting The Engineer will conduct a project kickoff meeting with representatives of City and Project Team. The purpose of this meeting will be to initiate the project and develop a working understanding of the following: • Introduce the Project Team • Review project Scope of Work • Review project schedule • Identify information needed from the City • Identify City contacts • Establish communication protocol and project procedures • Develop a project meeting schedule Deliverables: • Agenda City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 6 of 48 • Meeting notes Workshop Meetings Engineer will conduct regular meetings with the City and Project Team members,as appropriate,to address technical and administrative issues related to the project. These meetings will be used to conduct technical workshops. A maximum of twelve(12)workshop meetings during the Preliminary Design and Design phases are expected. Table 2 summarizes the anticipated workshop topics. Table 2 Project Workshops Topic of Workshop Subject Matter Condition Assessment Results and Results of condition assessment of existing Recommendations equip ment to remain in service Pump Type Alternative Analysis Results of the pump type evaluation Energy Audit Results of the evaluations and discussions on recommendations Basis of Design/Site Layout Redundancy, piping, system interconnectivi , site layout I&CISCADA SCADA protocol, equipment tagging, I&C standards, controls stem Electrical/Power Distribution One-line diagrams, MCCs, alternate power, etc. Identify the preferred equipment by Equipment Preferences manufacturer based on past experiences, availability, and maintenance Construction Phasing Constructability, maintaining operation, etc. Architectural & Landscape Color palette, design concepts, landscape Programming conce ts, etc. Preliminary (30%) Design Present Draft Preliminary Design Reports 60% Design Present 60% design and cost estimate 100% Pre-Final Design Present 100% Pre-final design & cost estimate The purpose of these meetings will be to present design concepts and receive the City's opinions and comments. Items to be specifically addressed could be as follows: • Confirm configuration of process • Confirm systems and site layout • Identify control concepts • Identify architectural and structural preferences • Identify maintenance requirements and plant staff capability City Proj.No.El I066 ONSWTP High Service Pump Building No.3 Exhibit"A-I" LNV Proj.No. I20170 Page 7 of 48 • Identify operational schemes • Identify tag numbering system • Gather data, records,drawings,and miscellaneous information • Identify project coordination and interfacing needs required to meet the project schedule Deliverables: • Agendas • Meeting Notes Project Meetings This task provides for meetings that pertain to the management of the project. The planned meetings and frequency are described below. The Engineer will prepare and distribute written results of these meetings to the City and the Team. Action items and decisions shall be clearly identified in the notes as a decisions log with the date the issue was identified,the individual raising the issue,the individual responsible for responding,the resolution/solution to the issue,and the resolution date. • Conduct monthly status meetings with the City project team to provide an update on project progress; receive information;coordinate the proposed design and construction activities under this contract with other proposed and ongoing design,construction, and maintenance activities; and to obtain direction and decisions from the City. Meetings will occur throughout Preliminary Design,Design, Bidding,and Construction phases of the project and will last approximately 2 hours, not including preparation and meeting notes.A total of 50 monthly meetings are planned over the duration of the project. • A total of six{6}targeted meetings with the City project team to discuss project issues will be scheduled. These meetings will be scheduled in advance to facilitate a focused, in-depth discussion. Deliverebles: • Agenda • Meeting Notes Internal Team Meetings The Project Team will meet on a bi-weekly basis to coordinate efforts and keep all team members informed about the project. The Engineer will conduct interdisciplinary coordination review meetings with its sub-consultants at the 30%, 60%,and 100%Pre-Final submittal stages. A total of 40 internal meetings are planned during the Preliminary and Design Phases. Deliverables: • Agenda • Meeting Notes City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 8 of 48 Design and CAD Standards This task includes the development of design and CAD standards for the project. Design standards and typical design details will be developed for use on all portions of the project. Standard drawing setup, layering,and production standards will be implemented on all portions of the project. QA/QC Program This program includes the development and enforcement of QA/QC procedures and design and CAD Standards for Design. Reviews will be conducted for the 30%, 60%and 100%Pre-final level of design completion. Design Quality Control Review The Engineer will provide the services of a Design Quality Control Committee(DQCC). The DQCC will be led by a Senior Engineer that will meet independently from the Design Team to review the 30%, 60%and 100%Pre-final progress milestone submittals for technical merit,completeness of the drawings and specifications,and interdisciplinary coordination prior to submittal to the City. The Design Team and the DQCC will meet to review and resolve DQCC comments and suggested modifications to the progress milestone submittals. The comments and resolutions will be documented in a memorandum. The DQCC will be responsible for the following focused areas of review for each design submittal: • Consistency with the intent of the design concepts established in the Preliminary Design • Technical merit • Conformance with Engineer's Design Checklist • Conformance with Regulatory Agency and Development Services Design Checklists • Constructability • Operability and Maintainability DeIlvera6/es: • Project QA/QC Manual • Quality Control memo with review comments on design submittals Construction Quality Contra/Review The Engineer will provide the services of a Quality Control Committee(QCC)that will be led by the Project Manager that will meet independently to review the quality of construction and possible resolutions to construction situations that way arise. The QCC will be responsible for the following focused areas of review. • Construction Quality • Constructability • Operability and Maintainability City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 9 of 48 1 PRELIMINARY DESIGN PHASE Prior to the preparation of detailed plans and specifications,the Engineer will develop a Preliminary Design(30%Design)for the High Service No. 3 project elements.The purpose of the Preliminary Design phase is to develop an adequate definition of the Project to enable the Detailed Design phase to proceed without significant changes. A prerequisite to the preparation of plans and specifications is the development of a specific design agenda that incorporates the project site conditions and constraints, summarizes the rationale for each major detailed design decision,and contains design criteria including process control criteria and process descriptions for each component and system incorporated into the project. Another objective of Preliminary Design is to identify desirable equipment types,as well as the need to specify sole source procurement and/or equipment pre-purchase options. The selection and design of major equipment will be based on technical factors,operability,and optimal lifecycle cost analysis. The results of Preliminary Design phase will be compiled into a single DRAFT Preliminary Design Report(PDR)for the General Design Criteria tasks and major project elements. The PDR will establish the design parameters,criteria, and concepts necessary for preparation of detailed plans and specifications. The PDR will be delivered and presented to the City for a four(4)week staff review period followed by a resolution of comments at a regularly scheduled progress meeting. The PDR along with comments from the City will be incorporated in the FINAL Preliminary Engineering Report (PER), as appropriate,which will be submitted to TCEQ. D_elivera6les: • Three(3)copies of DRAFT PER • Three(3)copies of the FINAL PER and schematic drawings 1.1 General Design Criteria The Engineer will develop general Process Flow Diagrams and Design Criteria for all of the major equipment and systems associated with High Service No. 3. Also, a device numbering system, general notes, legends and symbols will be developed. De1iv�61es: • Process Design Criteria,Process Flow Diagrams, Device Numbering System 1.1.1 Civil-Site Design Concept The Engineer will develop preliminary site plans taking into consideration setbacks, site access, interface with ONSWTP access roads, topography, existing utilities,and landscaping. The Engineer will develop preliminary yard piping and grading and paving plans reflecting the proposed improvements. Preliminary site plans should include setbacks,floodplain delineations, topography, proposed structure locations, vehicular circulation (plant drives), finished floor or top of structure elevations,drainage patterns and major drainage features. The Engineer will identify items required by the City for initial site plan approval and make sure those features are shown on the site plan. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 10 of 48 1.1.2 Preliminary Drainage Report The Engineer will update the on-site management of storm water runoff taking into consideration the proposed facilities. A Preliminary Drainage Report will be submitted to the City. Also included will be a draft update to the Storm Water Pollution Prevention Plan. Dellvera6le: • Preliminary Drainage Report • Draft Updated Storm Water Pollution Prevention Plan 1.10 Power Distribution,Alternate Power,and One-Line Diagrams The Engineer will develop preliminary electrical one-line diagrams showing major equipment and method of providing power, determine estimated electrical equipment sizes for housing requirements and develop preliminary electrical load calculations. The Engineer will recommend appropriate alternate power provisions. Delivera6/es: • Power Feed Criteria,Alternate Power Criteria, One-Line Diagrams 1.1.4 Control System Planning and System Architecture Diagrams For High Service No. 3,the Engineer will develop a control system architecture diagram, a process and instrumentation diagram, basic control logic description,and the method of control. Dellverables. • Preliminary P&IDs • Control System Architecture Diagram • Preliminary Process Control Descriptions 1.1.5 1.1.5 High Service No. 3 Support Systems The Engineer will develop design criteria for the support systems at High Service No. 3. This task includes the plant,potable,and fire protection water systems. 1.2 High Service Pump Station No. 3 Design Criteria 1.2.1 Pump Duty Conditions The Engineer will develop general design criteria and preliminary evaluation documentation for the duty conditions of High Service No. 3. The duty condition design criteria will include design flow capacity (firm) and design pressure capacity. This evaluation will account for population and demand projections as well as the TCEQ-approved Alternative Capacity Requirement(ACR)Exception. The criteria will also include recommendations for redundancy of pumping capacity,future provisions and plant re-rating goals. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 11 of 48 Deliverables: • Duty Condition Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.2 Pump Types The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed pump types of High Service No. 3. This general design criteria and evaluation will provide a sound recommendation of proposed pump type (i.e.vertical turbine vs. split-case centrifugal). These criteria will also include recommendations for redundancy of pumping capacity and future provisions. Dellverables: • Pump Type Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.3 Piping The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed piping associated with High Service No. 3. Considerations for net positive suction head (NPSH),clearwell connectivity and operational flexibility will be provided. These criteria will also include recommendations for redundancy of valving and future provisions. Dellvera6/es: • Piping Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.4 System Controls The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed system controls associated with High Service No. 3. Considerations for enhanced automation and integration with existing ONSWTP controls will be provided. Additionally, design criteria and evaluation for upgrading the existing controls at High Service No.2 will be provided. Dellverd6ler: • System Controls Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.5 Electrical Design The Engineer will develop general design criteria and preliminary evaluation documentation for the proposed electrical design associated with High Service No. 3. Considerations for use of existing infrastructure and alternate power will also be provided. De/ivera6/es: City Proj.No.E1 I066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 12 of 48 • Electrical Design Criteria and Preliminary Evaluation Documentation • Equipment Data Sheets 1.2.6 Risk Management The Engineer will develop general design criteria and preliminary evaluation documentation for the management of risk associated with the design of High Service No. 3. Findings, data and baseline evaluations obtained in the initial phase of this project will be expounded upon to finalize the assessment of risk associated with each design parameter. Risk and Decision matrices that were also utilized in the initial phase of the project will be implemented in the preliminary design phase of the project. Additionally,the risk management to be performed by the Engineer will include a tabulation of Critical Success Factors(CSFs)and Potential Processes Activities and Tasks(PATS)that were also established in the initial phase of the project,which will ensure that all project objectives and goals are satisfied. Finally, Dellvera6l� • Risk Management Plan • Risk and Decision Matrices • Tabulation of CSFs • Tabulation of PATS 1.2.7 Preliminary P&IDs The Engineer will develop preliminary Process&Instrumentation Diagrams (P&ID), a control system architecture diagram, basic control logic description, and the method of control for all of the equipment that will be in service after the completion of High Service No. 3. D IveraWes: • Preliminary P&IDs Preliminary Equipment Control Descriptions • Preliminary Instrumentation List • Preliminary Input/Output(I/O)Point Count List 1.2.8 Future Facilities The Engineer will update the Site Plan to reflect how the ONSWTP could be expanded in the future after High Service No. 3 is complete. Deliverables: • Updated Site Plan for High Service No. 3 and future phase(s) City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 13 of 48 1.3 Geotechnical Coordination The Engineer will identify the extent of subsurface geotechnical investigations as required to support the design of the new facilities and will coordinate this effort with the City's selected Geotechnical Engineer. The Engineer will prepare a draft scope of work for the Geotechnical Engineer that includes a vicinity map for the site, identifies the number of bores and bore locations(the Geotechnical Engineer will be consulted in identifying bore locations),and creates the bore location exhibit. The Engineer also will review the draft geotechnical report findings and recommendations. The report prepared by the Geotechnical Engineer should include discussions on the laboratory and test analyses, findings and recommendations of the investigation,exhibits,boring logs, detailed descriptions of surface and subsurface conditions, seismic conditions,geotechnical profile, and recommendations for all required foundations(including piers, if necessary)and roadways,and recommendations of any additional geotechnical investigations that are required for design. Geotechnical findings and recommendations should include soil bearing loads, lateral earth pressures,trenching, excavation and over-excavation, fill and backfill, structural and foundation design parameters,soil corrosiveness, and design pavement section design criteria. De/ivenW-es: • Draft Scope of Work for Geotechnical Engineer 1.4 Architectural Concepts Development The architectural concepts of the existing High Service Pump Building No. 2 will be used to develop an architectural program for the proposed High Service Pump Building No. 3. The Engineer will provide the initial architectural concepts and will prepare architectural drawings, renderings and 3-D model to illustrate what the proposed building will look like. This task includes the evaluation of various building horizontal and vertical relief elements, architectural treatments, construction materials, surface finishes, and color palettes,and the cost impacts of the various alternatives. The goal of this task is to select a cost-effective architectural programming and aesthetic concept so that the building will be compatible with the architecture of ONSWTP. Deliverables: • Preliminary Architectural Program 1.4.1 Landscaping Concept The landscaping concept of the existing facilities will be used to develop a landscaping program for proposed improvements at ONSWTP. The Engineer will provide initial landscaping concepts to illustrate what the landscaping improvements will look like for High Service Pump Building No.3. The concepts developed under this task will be used by the Engineer to prepare a preliminary site plan illustrating the location of the proposed landscaping improvements. Deliv 1 • Preliminary Landscaping Site Plan City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 14 of 48 1.5 Preliminary Design Package The process for distributing the final basic design criteria for this project will include preparation of a DRAFT and FINAL Preliminary Engineering Report(PER)that includes documentation of changes made subsequent to the Regulatory Compliance and Implementation Plan and documentation of the recommendations from the Preliminary Design Tasks. The PER will describe the modifications, upgrades,types of materials and equipment, layouts,and other design criteria. It will also include preliminary drawings developed to a 30 percent level of completion. The capital costs will be developed to a Class 3 cost level,as defined by the Association for the Advancement of Cost Engineering(RACE). Annual O&M costs, including any cost savings that may occur by implementing the recommended alternative,will also be developed. Deliverables: • Level 3 Cost Estimate(included in PER) • Three(3)copies of the DRAFT Preliminary Design Report(PDR) • Three(3)copies of the FINAL Preliminary Engineering Report(PER) 2 DESIGN PHASE The Engineering services to be provided under this stage of work will include services related to the final detailed design of the ONSWTP High Service Pump Building No. 3. The intent of the Design Phase of this project is to prepare a set of Contract Documents to define the work of the ONSWTP High Service Pump Building No. 3 project in such a manner that satisfies the needs of the City,the requirements of governing regulatory agencies,and clearly and completely conveys the design intent and requirements to the prospective Bidders and the awarded Contractor. The Engineer will prepare final detailed plans and technical specifications in accordance with the Preliminary Design and any adjustments to the Preliminary Design as suggested and authorized by the City. 2.1 General Design 2.1.1 General The Engineer will update the Process Flow Diagrams and Design Criteria for all of the major equipment and systems from the Preliminary Design. Also,the device numbering system, general notes, legends, abbreviations, and symbols will be updated. 2.1.2 Civil Site Design The Engineer will finalize the site plans taking into consideration setbacks, site access, access roads, topography, existing utilities,and landscaping. The Engineer will finalize the yard piping and the grading and paving plans reflecting the proposed improvements. Site plans should include final property boundaries, easements, setbacks,zoning,floodplain delineations, topography,proposed structure locations,vehicular circulation(plant drives), finish floor or top of structure elevations, City Proj.No.EI 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 15 of 48 drainage patterns and major drainage features. The Engineer will identify items required by the Planning Department for site plan approval and make sure those features are shown on the site plan. 2.1.3 Final Drainage Report The Engineer will update the on-site containment of storm water runoff taking into consideration the proposed facilities. The Engineer will also finalize the SWPPP for the ONSWTP High Service Pump Building No. 3. 2.1.4 Power Distribution,Alternate Power,and One-Line Diagrams The Engineer will update the electrical one-line diagrams showing major equipment and method of providing power,determine estimated electrical equipment sizes for housing requirements and develop preliminary electrical load calculations. The Engineer will update the alternate power provisions defined in the PDR along with one-line diagrams,electrical site plans, site lighting plans,conduit schedules,and panel schedules. 2.1.5 Pump Station Control System The proposed High Service No. 3 controls will include a new SCADA system as described in the PDR. The system network diagram and the individual points to be monitored, measured, alarmed and controlled described in the PDR will be updated. 2.1.6 ONSWTP High Service Pump Building No.3 Support Systems The Engineer will design the potable water, site fire protection systems, and site security upgrades. 2.1.7 Maintenance of Plant Operations The Engineer will prepare Maintenance of Plant Operations(MOPO)plans to provide information to allow the Contractor to avoid interrupting the operation of new or existing treatment processes or units other than as coordinated with the City. The purpose of the MOPOs is to provide the Contractor a sequence to perform their construction activities in such a manner that uninterrupted treatment of water flows and continuous operation of all essential plant services and facilities are maintained throughout the construction period so that the ONSWTP is in compliance with all of the regulatory requirements at all times. This task also includes development of a plan for testing, startup,and initial operation of the High Service No. 3 improvements that is consistent with the anticipated sequence of construction. This plan will be developed with input from the City's operation and maintenance staff. 2.2 High Service Pump Station No. 3 Design 2.2.1 Pump Duty Condition Design The Engineer will finalize the design and provide design calculations and documentation for the duty conditions of High Service No. 3. The duty condition design will include design flow capacity(firm) and design pressure capacity. This final design will account for population and demand projections as well as the TCEQ-approved Alternative Capacity Requirement(ACR)while including recommendations for redundancy of pumping capacity, future provisions and plant re-rating goals. Also included in this City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 16 of 48 effort is the generation, by hydraulic modeling software, of multiple system curves for the City's distribution system to account for the variety of duty conditions that the High Service No. 3 pumps will be required to satisfy. The model-generated system curves will account for existing and future elevated storage tanks and the minimum,average and maximum daily demands under each storage tank scenario. Additionally,the duty condition design will account for HI standards for High Service No. 3 suction and discharge piping. Deliverables: • Duty Condition Design and Final Selection Documentation • Equipment Data Sheets (Pump Curves&Design Points) 2.2.2 Pump Type Design The Engineer will finalize the design and provide finalized evaluation documentation for the selection of the proposed pump types of High Service No. 3. The design and evaluation will provide a sound recommendation of proposed pump type (i.e. vertical turbine vs. split-case centrifugal). The design will also include recommendations for redundancy of pumping capacity and future provisions. Deliverables: • Pump Type Design and Final Selection Documentation • Equipment Data Sheets (Pump Curves&Design Points) 2.2.3 Piping Design The Engineer will finalize the design and provide design calculations for the proposed piping associated with High Service No. 3. Considerations for net positive suction head(NPSH),clearwell connectivity and operational flexibility will be provided. The design will also include recommendations for redundancy of required valving and future provisions in accordance with HI standards. Deliverables: • Piping Design and Final Calculation Documentation • Equipment Data Sheets 2.2.4 System Controls Design The Engineer will finalize the design and provide final documentation for the proposed system controls associated with High Service No. 3. Considerations for enhanced automation and integration with existing ONSWTP controls will be provided. Additionally, design and evaluation for upgrading the existing controls at High Service No. 2 will be provided. Deliverables: • System Controls Design and Final Proposed Design Documentation • Equipment Data Sheets City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 17 of 48 2.2.5 Architectural,Mechanical and Electrical Design The Engineer will provide architectural design services for the new High Service Pump Building No. 3 and associated electrical room and generator building extension,as needed. This includes preparing final architectural drawings and specifications based upon the Preliminary Design. The drawings will include a site plan and for each building,floor plans,roof plans,room finish schedules,door and window schedules,elevations,building sections, wall sections, stair plans and sections, and details for building components. Specifications anticipated include masonry, concrete, floor sealers, roofing system, metal flashings, miscellaneous metals, ladder to roof, stairs, railings,metal doors, finished hardware,windows,glass and glazing,sealants, stucco,paint and stain finishes, fire extinguishers and bridge crane. The Engineer will provide heating,ventilation, and air conditioning(HVAC),plumbing,and electrical design services for the High Service Pump Building No.3 and associated electrical room and generator building,as needed. This includes preparing final drawings and specifications based upon Preliminary Design. The drawings will include floor plans, sections, schematics, fixture and equipment schedules, panel board schedules, and details for the HVAC,plumbing,and electrical building components. Specifications anticipated include ventilation,HVAC equipment,air ducting,plumbing fixtures, and light fixtures. 2.2.6 Structural The Engineer will provide structural engineering design services. This includes preparing final structural drawings and specifications based upon the building layouts,foundations and miscellaneous structures developed in the Preliminary Design. 2.2.7 Landscape Architecture The Engineer will provide,through a qualified sub-consultant, landscape architecture design services. This includes preparing final landscape and irrigation drawings and specifications based upon the Landscape Concept developed in the Preliminary Design. Delfvera6/es: a Graphic exhibits illustrating landscape design 2.3 60% Design- Plans &Sped ications The 60 percent design will include the preliminary front-end documents,preliminary technical specifications for major equipment items,development of control system strategies,preliminary piping, preliminary equipment lists, and instrumentation lists. Under this task, the conceptual drawings prepared under Preliminary Design will be developed into the 60%Design level.The 60%drawings will include dimensioned piping and equipment drawings; structural and architectural layouts, elevations, and sections; and detailed P&ID schematics, and equipment electrical one-line diagrams,power plans, and lighting plans. The LNV Team will prepare 60 percent level of completion plans,which will be defined and consist of a level of completion by disciplines as follows: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 18 of 48 • Cover/Title Sheet 70% • Sheet List 90% • General/Standard Sheets 70% • Demolition 70% • Process Mechanical 70% • Civil 70% • Structural 70% • Architectural 70% • HVAC and Plumbing 60% • instrumentation/Control 50% • Electrical One-Lines 60% The Team will prepare 60%complete specifications,which will generally include: • Specification index • Preliminary front end documents(Division 0) • General requirements(Division 1) • Completed equipment specifications • Preliminary specifications for support disciplines 2.4 100% Pre-final Design - Plans and Specification The 100%Pre-final Design segment is the continuation of detailing the plans and specifications. Work generally consists of addressing the review comments from the 60%design,completing typical and project details,completing specifications, and completing coordination between civil,process, mechanical, structural,architectural,electrical and control system designers. The Team will prepare 100%level of completion plans. The Team will prepare 100%complete specifications,which will generally include: • Revised front end documents (Division 0). • Revised general requirements of contract (Division 1) o O&M Manual equipment requirements(Division 1) • Curricula and O&M training requirements(Division 1) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 19 of 48 LNV Proj.No. 120170 Divisions of technical specifications (Division 2 to 48, as needed) All technical specifications will be prepared in accordance with the guidelines established by the Construction Specifications Institute(CSI)for Divisions 1 to 48. 2.5 FINAL Design- Construction Documents The intent of the FINAL Design is to assist the City with obtaining Building Permits, industrial exemptions and regulatory approvals from other agencies. The FINAL Design will incorporate the comments received from the City and regulatory agencies,and comments received from the Design Quality Control Committee(DQCC) into a set of Contract Documents. All plans, specifications,and calculations required for the building permit and regulatory submittals will be sealed and signed by a Professional Engineer,Architect, and Landscape Architect,as appropriate,who is registered in the State of Texas. The calculations will include those calculations required for permit review and approval (e.g. structural,plumbing,HVAC,electrical,and drainage). Specifications will be delivered as an 8-112"x 11" set and on a CD-ROM in Microsoft Word(version 2007 or as directed by City) and in Adobe PDF. Plans will be submitted as both full size and 1/2-size and on a CD-ROM in electronic files for the project in AutoCAD 82007,or as directed by City. Upon the receipt of the final comments from City and the regulatory agencies,the Engineer will incorporate the final comments into the constriction documents and prepare them for distribution to the City, bidding Contractors,and the Team. v I • Response memos to review comments(60%, 100%and FINAL) Sets of Plans (60%, 100%and FINAL) • Sets of Specifications(60%, 100%and FINAL) • Construction Cost Estimates(60°fin, 100%and FINAL) • Maintenance of Plant Operations (MOPO)(60%, 100%and FINAL) • Operations and Commissioning Plan(60%, 100%and FINAL) • One(1)CD of Specifications/Drawings(PDF,Word and CAD files) • Sealed calculations(incl.process, structural,HVAC,plumbing,and electrical) 3 BIDDING PHASE This task will consist of assisting the City with conducting a Pre-Bid Conference,preparing the Pre-Bid Conference minutes,responding to bidder questions,preparing addenda, and evaluating the bids, and recommending an award to the Contractor.denda to the will advertise the bid and bidders and upplie��te the bidding documents(plans,specifications,an ) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 20 of 48 LNv Proj.No. 120170 3.1 Pre-Bid Conference Approximately 3 weeks after the notice of bids has been advertised by the City,the LNV Team will assist the City in conducting a Pre-Bid Conference to review the details of the project and solicit questions regarding the Bid Documents.The Team will prepare a draft agenda for City review, address the review comments and finalize the agenda, and document the conference in writing within S working days. Deliverables: • Meeting Agenda 3.2 Bidding Coordination and Addenda Preparation The Team will answer City and Contractor questions,develop written responses in the form of Contract Addenda,provide(1)set of any required addenda for distribution to Bidders,and provide overall support to City during the bid advertisement period. The addenda will include,as needed,(1)full size and (1)half-size sets of addenda drawings for distribution by the City to interested Bidders. Deliverables: • Contract Addenda as necessary 3.3 Bid Evaluation and Recommendation of Award The Team will tabulate and review all bids received for compliance with the requirements of the bid documents, including addenda. After consultation with City,the team will prepare a written award recommendation based on this review and knowledge of proposed contractors' and subcontractors' past performance records. Deliverables: • Bid Tabulation • Contract Award Recommendation Letter 4 CONSTRUCTION PHASE The intent of the Construction Phase is to assist the City in confirming that construction of the Project is carried out in accordance with the requirements of the Contract Documents and the requirements of the City and regulatory agencies,within the project schedule, and with a minimum of disruption to ongoing activities at the facility. The construction Contract Documents are defined as the Agreement between the City and the Contractor, general conditions, supplemental conditions,drawings, standard details, specifications,addenda, approved project schedule, and executed change orders prepared for the construction of the project. The construction services effort will have the goal of facilitating the construction to enable the Work to progress in an efficient and cost-effective manner,while maintaining operations. The anticipated construction duration is 27 months. During the construction phase of the project,the following terms will apply: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 21 of 48 • In regards to the review of submittals from construction contractors, LNV will review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings,product data and samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. LNV's action will be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in LNV's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities. • If Engineer is called upon to observe the work of City's construction contractor(s) for the detection of defects or deficiencies in such work,Engineer will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Engineer will not make inspections or reviews of the safety programs or procedures of the construction contractor(s), and will not review their work for the purpose of ensuring their compliance with safety standards. • Engineer will not assume any responsibility or liability for the performance of construction services,or for the safety of persons and property during construction,or for compliance with federal, state and local statutes,rules, regulations and codes applicable to the conduct of the construction services. Engineer will have no influence over the construction means,methods, techniques, sequences or procedures. Construction safety will remain the sole responsibility of the construction contractor(s). • All contracts between the City and its construction contractor(s)will contain broad form indemnity and insurance clauses in favor of City and LNV, in a form satisfactory to LNV. 4.1 General Project Administration and Meetings As the designated Design Consultant for the project,LNV will consult with and advise the City and act as its representative during construction. LNV will serve as the central point of contact for the Contractor. Instructions from the City to the Contractor(s) will be issued through LNV,who will have authority to act on behalf of the City to the extent provided in this Scope of Work,except as otherwise provided in writing. However,LNV will not be responsible for the means,methods,techniques, sequences or procedures of construction selected by the Contractor(s) (except as otherwise specified in the Contract Documents)or the safety precautions and programs incident to the Work of the Contractor(s). Subconsultant personnel and other engineering and architectural disciplines from the design team will also provide a presence on the site through scheduled coordination meetings and inspections to provide quality control and monitoring for conformance with the design intent. LNV and other Project Team members will conduct specific architectural, electrical,and structural inspections required by governing Codes,prepare applicable documentation and records of such inspections, and certify compliance with design requirements and governing Codes. LNV will accompany visiting inspectors representing public or other agencies having jurisdiction over the Project and will record and report the outcome of these inspections. LNV or other Project Team members will review factory test reports as required by the Contract Documents and verify that the data reported meets the requirements of the contract documents. LNV will review test reports, whether by the Contractor or the Design Consultant,for compliance with quality City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 22 of 48 standards and will take appropriate action to obtain additional data if necessary regarding the quality of materials and work in-place. The efforts of LNV will be directed toward providing a greater degree of confidence for the City that the completed Work of the Contractor conforms to the Contract Documents. However, LNV will not be responsible for the failure of Contractor to perform the Work in accordance with the Contract Documents. On the basis of onsite examination of materials,equipment, and workmanship,LNV will keep the City informed of the progress of the Work,will endeavor to guard the City against defects and deficiencies in such Work,and may disapprove or reject Work failing to conform to the Contract Documents. This task will include the following items: • Conduct a pre-construction conference. At the conference,LNV will identify field services to be provided and discuss appropriate coordination procedures. LNV will prepare an agenda for the meeting and will prepare and distribute the meeting notes. • Provide construction administration, quality control,value engineering support and coordination: LNV will provide construction administration and quality control services during the course of the project to assure that the overall technical correctness of the construction phase services and that specified procedures are being followed and LNV's schedules are being met. LNV will provide coordination functions during the construction phase as follows: • Hold coordination meetings with the City and Contractor. • Coordinate with regulatory and approving agencies and utilities as required. • Coordinate the work of specialty sub-consultants assigned to the project. • Maintain and provide detailed project records and documentation during the construction phase. Project records will include correspondence, schedules, submittals,test data,project data, payments, change orders, meeting minutes,clarifications,mark-ups of drawings and specifications, and other such documentation. Project records will be delivered to the City's representative upon completion of the construction contract. Records will be maintained at the LNV's office. • Project Manuals. • Status reports for the construction contract will be provided. 4.2 Change Orders LNV will review cost and time estimates for change orders and for Contractor's claims for additional cost or compensation due to differing site conditions,force majeure,material or equipment shortages,or other causes. LNV will also provide an estimate of the additional Design Consultant costs(if any)that would be incurred as a result of the change order. LNV will evaluate Contractor's claims to determine whether they are justified under the Contract and will review Contractor's proposals for additional compensation,credits, and/or time relating to changes or claims. LNV will make recommendations to the City's Project Manager on the amount of additional City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 23 of 48 compensation,credit,or time extension due to the Contractor. In addition,LNV will clarify matters and work to resolve discrepancies with the Contractor. LNV,with other Project Team members,will perform necessary design revisions in connection with change orders to reflect modifications requested by the City, or as required by unforeseen conditions. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts,up to a maximum number of hours as shown in the fee schedule,are included in this scope. LNV,with input from other Project Team members,will consider and evaluate Contractor's suggestions for changes in the Contract Drawings or Specifications and respond as appropriate or as required by the Contract Documents. LNV will coordinate with the City and provide recommendations pertaining to the suggested design modifications. LNV,with other Project Team members,will also perform necessary design revisions authorized by the City in connection with change orders to reflect modifications requested by the Contractor and will perform services in evaluating substitutions proposed by Contractor. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts,up to a maximum number of hours as shown in the fee schedule,are included in this scope. Deliverables: • Design Recommendations and Revisions as necessary 4.3 Perform Site Visits In addition to field services described above, LNV and other Project Team members' staffs and/or managers will conduct regular visits to the site at least two 2 per month to familiarize themselves with the status of work,make spot checks of work-in-progress,verify conformance with the design intent,and conduct detailed coordination of construction issues. Field reports will be kept to document progress and issues. A total of 54 site visits are anticipated for the duration of construction. Deliverables: • Field Reports as necessary 4.4 Review Submittals and Test Results LNV will receive, log and distribute for review and approval the submittals, shop drawings, samples, test results, operations and maintenance manuals,and other data that Contractor is required to submit. LNV will distribute and file the submittals after review action has been taken. LNV will follow-up to verify that revisions are made and resubmitted as required and will verify that such required submittals are received and approved prior to installation or payment for the materials covered. LNV will also perform a review of the schedule of shop drawing submissions and schedule of values prepared by Contractor and will discuss status of the submittals at construction progress meetings. LNV will be responsible for completing the submittal reviews within 15 business days and for monitoring the status and timeliness of responses. LNV,with other Project Team members,will review and approve product data, shop drawings,samples, test results, operations and maintenance manuals, and other data that the Contractor is required to City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 24 of 48 submit. However, such reviews will be conducted only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. Such review and approval or other action will not extend to means,methods, sequences,techniques or procedures of construction selected by Contractor,or to safety precautions and programs incident thereto. As part of this task, LNV will maintain a submittal log showing dates of submittal,transmittal action to other sub-consultants,dates of return and review action. Copies of the log will be furnished to the City and the Contractor monthly. LNV will also evaluate the Contractor's request for substitutions. Submittal review efforts are based on a maximum of two(2)reviews per submittal and that no more than fifty percent(SO%) of the total number of first submittals will require two (2)reviews. The level of effort for this task is based on receiving 100 shop drawing submittals. Not included in the scope of work for this task is the witnessing of specification compliance testing at manufacturer's factories. Dellver�hL� • Monthly Updated Submittals Log • Reviewed Submittals with Submittal Status • Test Data Reviews 4.5 Issue Interpretations and Clarifications LNV will act as main point of contact for interpretation of the requirements of the Contract Documents and judge of the acceptability of the work based on the requirements shown or specified. LNV will be responsible for responding to Requests for Information(RFI)within 5 business days and for monitoring the status and timeliness of responses. As part of this task, LNV will maintain a RFI log showing dates of submittal,transmittal action to other sub-consultants,dates of return, and a summary of the response. Copies of the log will be furnished to the City and the Contractor monthly. The level of effort for this task is based on receiving 50 RFIs. As specified in the General Conditions of the Contracts,LNV will interpret and issue decisions on claims of the Contractor(s) or the City relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents or pertaining to the execution and progress of the work. LNV wil l also have authority, as the City's representative,to require special inspection or testing of the work. LNV and other Project Team members will issue interpretations and clarifications of the Contract Documents, as requested by the Contractor(s)or as deemed necessary by the Resident Engineer,to facilitate proper fabrication, construction, or installation of work. LNV will render interpretations or decisions in good faith and in accordance with the requirements of the Contract Documents(e.g.,within 10-days). In the event of a claim or dispute by the Contractor, LNV will interpret the requirements of the Contract Documents and judge the acceptability of the work. LNV will make written recommendations to the City on all claims of the Contractor related to acceptability of the work, or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of work,or additional work as deemed necessary by the City. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 25 of 48 DeliveraW�s: • Monthly Updated RFI Log • RFI Responses • Contractor or City-Requested Change Reviews as necessary • Contract Document Interpretations and Clarifications as necessary 4.6 Landscape Architecture The Engineer will provide,through a qualified subconsultant, landscape architecture construction phase services. This includes attendance at three progress meetings, four site visits,plant material review at nurseries, submittal reviews,clarifications and responses to RFIs,punch list reviews,and preparation of record drawings. Deliverables: • Field Reports • RFI Responses • Reviewed Submittals with Submittal Status 4.7 Substantial Completion/Final Acceptance Inspection Following notice from the Contractor, LNV and other Project Team members will conduct an inspection to determine if the Project is substantially complete in accordance with the construction documents. If LNV considers the work substantially complete,then LNV will deliver to City and the Contractor a Certificate of Substantial Completion and a list of observed items requiring completion or correction (punch list), date for completion for the punch list, and recommendation for division of responsibilities between the City and the Contractor. LNV and other Project Team members will conduct a final inspection to determine if the finished Work has been completed to the standard required by the Contract Documents and that Contractor has fulfilled its obligations as required. This inspection will be based on the punch list and any other functional or operational deficiencies that occur in the time period between when the punch list is generated and the Final Inspection. A final list of items to be completed or corrected in accordance with the requirements of the construction documents will be prepared and submitted to the Contractor. After the Contractor has completed the work of the final punch list and upon written notice from the Contractor, LNV will review and determine that items on the final list have been completed or corrected and make recommendations to the City concerning acceptance and final payment. Deliverab/e� • Substantial Completion Recommendation • Substantial Completion Punch List • Final Completion Recommendation City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 26 of 48 Final Completion Punch List 4.8 Record Drawings LNV and the project team will prepare and deliver to the City record drawings of the constructed work both in hard copy and complete electronic files for the project in AutoCAD and PDF. Record drawing information will be obtained from redlined drawings prepared by the Contractor. iv • 1 full-size sets of drawings • 1 '/z-size sets of drawings • 1 CD of drawings in AutoCAD and PDF format City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 27 of 48 ADDITIONAL W 1 PERMITTING &AGENCY COORDINATION (AUTHORIZED) 1.1 Building Permit/ Industrial Exemption Affidavit The Engineer will prepare building permits and/or industrial exemption applications, make Final Design submittals to the City Development Services Department, and respond to comments received from the Department until the exemptions/building permits are approved. The actual cost of the permit(s)will be paid by the City and/or Contractor and the permit will be obtained by the Contractor prior to the start of construction. Delivera6L� • Building Permit Applications or Exemptions • Response Documents to City Comments 1.2 General Agency Coordination Engineer will provide coordination with the personnel at the governing State/Federal agencies to seek approval needed to construct and operate the High Service No. 3 improvements. This will involve correspondence with TCEQ during the preliminary design and design phases to work toward their timely approval of the proposed process improvements and/or modifications and to maintain compliance with the City's CT Study, Monitoring Plan,Monthly Operating Report and ACR Exception. The Engineer will provide backup documentation,clarifications, answers as requested by the permitting agencies. The Engineer will provide technical assistance to the City when such support is necessary to coordinate meetings and materials required for the Project. The City will take the lead for permit coordination with all governing agencies except for the permits indicated below. The Engineer will provide technical assistance to City when such support is necessary to coordinate and reconcile permitting requirements for the proposed project. The anticipated major coordination and permitting activities are listed in the tabulation below in terns of the project stakeholders involved and the project components requiring coordination. The actual cost of the permit(s)will be paid by the City. City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Pmj.No. 120170 Page 28 of 48 Table 3 Permitting Coordination Stakeholder Project Component(s) Lead Design Review Board (Scope is based LNV on approval of the concept at the staff Building Architecture City level). LNV Planning and Development Services Building Permits city Department Hazardous Materials Management Plan LNV Water Dept, Fire Department HMMP , Site Plan Building Permit city Review & Decommissioning (Approval LNV Smith Texas Commission on Environmental to Construct and Approval of CDM Quality (TCEQ) Construction CT Study, Monitoring Plan, Monthly LNV Texas Commission on Environmental Operating Report, ACR Exception CDM Smith Quality (TCEQ) Compliance and Review and Evaluation This task will also include agency coordination meetings to be attended and conducted by the Engineer or the City. These meetings will discuss the project components outlined above and will include the stakeholders listed above (City—4 meetings, County/State—4 meetings, and Private—2 meetings). This task assumes that the total number of meetings will not exceed 10 two hour meetings Deliv r 41� e Agency Meeting Minutes e Meeting Exhibits e CT,MP and MOR submittals to TCEQ e Response Documents to TCEQ Comments Z TOPOGRAPHIC SURVEY (AUTHORIZED) 2.1 Site Survey The Engineer shall provide a site survey of the entire project limits. This will consist of the High Service Pump Building No. 3 site,which includes approximately 21 acres of developed land with paving and existing structures,and 12 acres of undeveloped land. The Surveyor will perform a boundary and topographic survey of the sites, identify all setbacks,easements,rights-of-way,major features and structures at the plant and tie all survey work to the plant's existing horizontal and vertical coordinate system. Contours will be provided for every foot of elevation change, and results of this task will be presented in AutoCAD drawings which can be used as civil backgrounds. The total area to be surveyed is approximately 32 acres. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" Page 24 of 4$ LNV Proj.No. 120170 In addition,the Surveyor will set two (2)permanent horizontal control points/benchmarks on the site that will be used for the entire Phase 2 design and construction work. Deliverables: • AutoCAD files with all spot elevations and 1 foot contours • Two permanent survey control markers 2.2 Subsurface Utility Engineering (SUE) The A/E shall perform engineering services which will result in accurately identifying the location of subsurface utilities,and for acquiring and managing that level of information during the development of the project. These services shall conform to standards and guidelines as described in FHWA and ASCE Subsurface Utility Engineering publications.The final work shall be completed such that all known utilities with potential conflicts are graphically depicted in both a digital and hard copy/plan sheet format. As the design progresses and when necessary,the A/E may be required to locate utilities that have a high potential for conflicts with the proposed improvements. For the purpose of this agreement, "locate"means to obtain precise horizontal and vertical position of the utility line by excavating a test hole. The test holes shall be done using vacuum excavation or comparable nondestructive equipment in a manner as to cause no damage to the utility line. After excavating a test hole,the A/E shall perform a field survey to determine the exact location and position of the utility line. This work is considered quality level A. The SUE tasks shall include— Develop a test hole Location Plan based upon the guidelines set forth in the document: Standard Guidelines for the Collection and Depiction of Existing Subsurface Utility Data,published by the ASCE, current edition,and obtain utility company records as required. 1. Neatly cut and remove existing pavement with the cut area not to exceed 144 square inches. Excavate using a method enabling vertical and horizontal exploration through this cut. 2. Excavate test holes in such a manner as to prevent any damage to wrappings, coatings, or other protective coverings, such as vacuum excavation or hand digging. 3. Backfill with approved material around utility structure. 4. Furnish, install,and color code a permanent above ground marker(i.e.P.K. nail,peg, steel pin, or hub)directly above the centerline of the structure and record the elevation of the marker. 5. Provide a permanent restoration of the pavement within the limits of the original cut at the time of backfill. If the test hole is excavated in an area other than the roadway pavement,the area disturbed shall be restored to equal or better than the condition before excavation. 6. Identify utility locations in digital and reproducible certified plan sheet format. At a minimum, the A/E shall provide the following test hole information: • Elevation of top and/or bottom of utility tied to datum of the furnished plan. • Elevation of existing grade over utility test hole. City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 30 of 48 • Horizontal location referenced to project coordinate datum. The A/E shall perform all required survey work. • Outside diameter of pipe or width of duct banks and configuration of non-encased multi- conduit systems. • Utility structure material compositions and condition. • Identification of benchmarks used to determine elevations. • Elevations shall have an accuracy of+/-0.1-ft and certified accurate to the benchmarks used to determine elevations. • Horizontal data accurate to within+/-0.2 ft or applicable survey standards,whichever is more precise. Provide the above SUE services (up to 120 field crew ham, including hydro-excavator and operating crew,as required by the contract documents and/or as requested by the City. 3 ENVIRONMENTAL ISSUES (AUTHORIZED) • Provide Phase 1 Environmental Site Assessment(ESA) and Archeology Reports in order to identify areas posing a risk of requiring action/remediation,extending the schedule, and/or exceeding the budget. • The ESA identifies areas likely exposed to a release of a hazardous material or petroleum product in the past or present, or at risk of being exposed to a release in the near future. A release could be into a structure on the property or into the ground, groundwater, or surface water on the property. • A typical Phase 1 ESA consists of a visual site inspection, inspection of property records,and State and Federal database research. • Identify and develop a scope of work for any testing, handling, and disposal of hazardous material and/or contaminated soils that may be discovered or disturbed during construction. • Provide inspection and testing services for hazardous materials directly related to High Service No. 1. This will be conducted prior to the demolition of High Service No. 1 in order to determine what, if any,precautions are necessary while demolishing the existing building and equipment. The inspection will include specific and methodical sampling and testing of the components that will be demolished in this project(Pumps,motors,valves,piping, floor and wall connections,etc.). The results of the testing will be used to develop a mitigation plan and recommendations as to the best way to proceed with the demolition and classify materials for proper disposal. 'v • Phase 1 ESA and Archeological Report City Pmj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 31 of 48 • High Service No. 1 Hazardous Materials Inspection Report • Test Results 4 CONSTRUCTION OBSERVATION SERVICES (TBD) Provide construction observation services as described in Exhibit A 5 START-UP &TRAINING SERVICES SA Facilities Start-Up LNV and other Project Team members will provide start-up services sufficient to transfer finished work from a construction status to an operating,functional system(s). Such services may include review of Contractor's start-up plan,preparation and coordination of a start-up plan and procedures for City personnel to use, observation and monitoring during start-up procedures, and assistance to City personnel during a period of initial operation(commissioning). The commissioning services will provide SCADA system installation inspection services and attend and lead FAT and SAT(IV&V) testing for SCADA systems. Having the engineer perform the factory acceptance testing and the site acceptance testing, as well as providing detailed construction inspection services provide additional quality assurance for the plant and help to ensure that the final product will meet all of the owner's expectations. LNV will coordinate with the Contractor and City in advance of scheduled major systems tests or start of important phases of the work. LNV will validate that the testing program submitted by the Contractor is in conformance with the Contract Documents and will adequately assure that the system(s)will respond properly during normal operations and anticipated unusual conditions. LNV will observe conduct of testing and startup and will verify that the approved testing program is followed and the reports provided are accurate and complete. LNV and other Project Team members will review the Contractor's training plan and instruction materials for compliance with Contract Documents. Contractor or Manufacturer training presentations will be scheduled and coordinated with City personnel and facility operation. Start-up services budget shall be based on providing a Project Engineer(as needed,up to 4 weeks @ 40 eks s/wk),Electrical Engineer(as needed,up hrs/wk),Process Specialist(as needed up to 3 e @ 40 weeks(as needed, p to 2 weeks @ 40 to 2 weeks @ 40 hrs/wk),and an Instrumentation hrs/wk)during facilities start-up. 5.2 Training Support To supplement the training from the Contractors and Manufacturers,LNV and other Project Team members will also provide training support to plant operating personnel on the project objectives, design intent,and system operational rs planned.r edThe training A total of 4 will be both class classroom and hands-on andi s intended to approximately 4 hours a P g No.3 Exhibit"A-l" Service Pump Building City Proj.No.E 1106 ONSWTP High Page 32 of 48 LNv Proj.No. 120170 supplement the information presented in the O&M Manual. Training support budget is limited to a total of 48 hours. D+ellvera6les: • Review Comments on Contractor or Manufacturer Training Outlines and Lesson Plans • Outlines and Lesson Plans for Training of Operations and Maintenance Staff 5.3 Factory Witness Testing Provide specialty engineer to witness factory testing of the special equipment as required by the contract documents. Provide the services of Engineer's staff and other team members as needed up to 26 hrs as required by the contract documents and as requested by the City. 6 WARRANTY PHASE LNV and other Project Team members will provide services after completion of the construction phase, such as inspections during the 12-month warranty period, reporting observed discrepancies under guarantees called for in the construction documents,and provide assistance for resolution of defects to be corrected under warranty. The correction of any defects observed in the inspections is the responsibility of the Contractor and their subcontractors and suppliers. This scope assumes that such services may be required for up to 140 hours ner 12-month warranty periods. Delfverd6Le�: • Correspondence with Contractor and equipment manufacturers • Reports on warranty inspections 7 SCADA & EQUIPMENT O&M DOCUMENTATION (OPTIONAL) The Engineering Consulting services to be provided under this stage of work will include services related to the SCADA system and the preparation of an operations and maintenance manual for the High Service Pump Building No. 3 improvements. 7.1 SCADA Documentation and Equipment O&M Documentation Provide standardized SCADA documentation,which will include PFDs,P&IDs, loop sheets, logics, SCADA architecture, DCS 110 lists, instrument lists,tie-in lists,piping lists,equipment lists, and instrumentation specification sheets. The construction documents will include the requirements within the Construction Contract and specifications that the Contractor is to prepare SCADA documents as specified,for submission to the A/E for review and approval. A/E will provide the final SCADA documentation to City in organized format when approved. Prepare an Equipment Operation and Maintenance Manual for submittal to the City. Incorporate review comments from the City, ONSWTP operations personnel and Program Manager and develop a FINAL Equipment O&M Manual. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 33 of 49 8 PUBLIC INVOLVEMENT (N/A) 9 ELECTRONIC OPERATIONS AND MAINTENANCE MANUAL (TBD) To date the extent of the operations and maintenance documentation for the ONSWTP has been limited to an existing operations manual and individual equipment manuals. While these documents are sufficient to guide the operations and maintenance of the equipment and systems at the facility,the City has indicated a desire to compile a comprehensive plant Operations and Maintenance(O&M)manual that would bring together the information required to operate and maintain the overall facility.The major objective is to provide operations and maintenance staff with quick access to the information that is essential to performing their jobs. The Engineer, in this contract, will only provide the electronic O&M Manual for the ONSWTP High Service Pumping System(HSPS)which can be incorporated into a comprehensive plant O&M Manual. With today's technology, LNV does not believe that an O&M manual should be a static document that is stored on a shelf,but rather should be an interactive web-based tool providing nearly instantaneous access to the stores of information that should be available to the operators. The LNV approach to developing electronic O&M manuals in the most efficient way is to focus on five fundamental issues: • Making sure the content is correct and current. • Developing good interface aesthetics and graphics to provide a pleasing user experience. • Malting the manual usable through attention to proper organization and coherent navigation. • Providing a system that can be easily modified and/or expanded. • Making technology decisions that allow for integration of new technologies,without an excessive technology-maintenance burden on the City. Beyond any other consideration,the content must be correct and focused on what the O&M staff needs to know. The electronic O&M manual format provides the opportunity to keep write-ups on procedures, control descriptions, etc. short and to the point(a fundamental in any web page design as well as in a successful O&M manual).Yet deeper levels of detail can be provided through links in the documents to allow the user to research a problem to its fullest extent, if necessary, for the task at hand. A key to the success of an O&M manual project, in whatever format, is the involvement of the end users. O&M staff at the facility must be provided the opportunity to contribute to the development process in a way that doesn't increase their workload,but does allow meaningful contributions. LNV will work directly with the users in developing and verifying our O&M manual content. The on-line format allows for immediate feedback as the content is being developed—it is published on-line, as it is developed (after our internal QC check), at which time users on all shifts may review and comment directly to the authors. This allows updates to be made the next day in some cases. Delfv rables� • Draft submittal of HSPS O&M manual content shell and format for City review and approval • Draft HSPS O&M manual in electronic format for City review and approval City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNv Proj.No. 120170 Page 34 of 49 • 1 paper copy of the Draft HSPS O&M manual for City review and approval • 1 presentation to City on Draft HSPS O&M manual • Final HSPS O&M manual in electronic format • 1 paper copy of the Final HSPS O&M manual • 1 presentation to City on Final HSPS O&M manual 9.1 Organize Electronic Format and Security LNV will work with the City operations and IT staff to determine the best approach to the electronic format and security access issues. LNV will develop a content shell for review by the City prior to installing the content. This task will include coordination with the City's systems integrator, security coordinator, and technical staff as well as the end users. LNV will organize the electronic O&M manual format to address the user's needs in six areas: • Content • Aesthetics • Usability/Features • Information Maintenance/Expansion • Technology/Implementation • Information Security The site will be designed with the following basic layout: • Functional navigation buttons (help, search, feedback)at the very top of the site. • Topical navigation menu on the left side of the screen. An expanding tree menu system will be used to organize content by process area and topic. The look and feel of the site will be managed using cascading style sheets to make it easy to modify aesthetics across the site. The O&M manual will be developed as a web site, suitable for access using a web browser from a CD,LAN, intranet, or Internet connection. The documents will be in HTML format with supporting graphics in formats described below. The following hardware and software will be used to access/host the O&M manual. Existing City hardware and software will be utilized as much as possible. Any additional equipment or software will be included in the Contract Documents and will be furnished by the Contractor. • Microsoft Internet Explorer with Java and JavaScript enabled • Internet Information Server 27"monitor with 1200 x 1080 resolution City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 35 of 48 9.2 Compile Background Information LNV will research and inventory the historical information and documents that exist for the ONSWTP HSPS by examining the records found at the site and from the central City office files. In addition,LNV will assemble the large quantity of reports and drawings gained from City through previous project work on the Preliminary Design. The information to be researched and inventoried will include the following types of documents relating to the ONSWTP: • Original Equipment Manufacturer Manuals • Design Reports • Construction Drawings and Specifications • Regulatory Applications and Approvals • Materials Safety and Data Sheets • Written Facility and City Policies LNV will compile these documents and coordinate the copying or transfer of the information into the appropriate electronic format. After a review of the design drawings and specifications, manufacturer's manuals, and existing HSPS data systems (CMMS,etc.), an inventory of the HSPS equipment will be conducted in which nameplate information will be collected for major pieces of equipment. That information will be used in the Design Phase. 9.2.1 Standard Process-Level Content Sections The O&M manual content will be developed with several standard sections. The purpose and format for those standard sections are described here. Each of these sections will be presented as topics within a given HSPS. Any section that is lengthy will be provided with an index at the top of the page to allow jumping directly to sections within the page. 9.2.1.1 Opening Page HSPS will open with a file that contains the name of the process area and a schematic showing an overview of the area. 9.2.1.2 Overview The Overview section will provide a brief(2 pages maximum)description of the HSPS including the HSPS objectives and brief descriptions of how those objectives are accomplished and components used in the area. Schematic diagrams of the area will accompany the description. Each Overview will contain the following headings: • Purpose& Objectives. • HSPS Fundamentals and General Description. • Sub-Systems. • Relations to Other Systems or Processes. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 36 of 48 9.2.1.3 Theory The Theory section is used to briefly describe HSPS theory(where applicable)and specific application of that theory to this HSPS. The section includes sample calculations. 9.2.1.4 Design The Design section presents design criteria for the HSPS. This section presents process-level design criteria and major equipment design characteristics; equipment data are provided in the Components section. The criteria will be presented in two-column tabular format,with the HSPS parameter in the left column and the design value in the right. When the design criteria are longer than a single screen, an index will be provided at the top of the page to sections in the page. 9.2.1.5 Control The Control section presents a description of typical modes of control and control strategies for the major control loops in the HSPS. The strategies will include interlocks,permissives,and alarms. Specific operating procedures are given in the Procedures page. For each meter,gauge,and other analytical equipment, ranges and set points will be displayed.A screen shot of each control panel will also be included,with callouts for major items on the panel along with a description of those items. 9.2.1.6 Procedures Standard operating procedures(SOPS)will be developed with the following sections: • General Overview. • Normal Operation. • Abnormal Operation. • Emergency Operation. 9.2.1.7 Safety This section will include safety information specific to the HSPS, including descriptions of area-specific hazards and precautions. Each HSPS-Specific safety section will contain the following headings: • Hazardous Materials • MSDS Links • Personal Protective Equipment Requirements • Confined Spaces • Fire System(extinguisher locations, sprinkler systems,hydrant locations) The section will also contain an area-map locating safety-related items (chemical locations, fire extinguishers,fire hydrants,emergency eye wash,etc.) City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 37 of 48 9.2.1.8 Drawings The Drawings section provides a listing of all CAD drawings pertinent to the HSPS. The summary list will indicate Drawing ID,Title and Discipline. The list will also provide links to view details about the drawing or to view the drawing itself. 9.2.1.9 Components The Components section provides a listing of all major equipment components within this HSPS. Information will be presented in a tabular format and include the following columns: • Name-The common name for the component • Equipment Number-The component ID tag as specified on the design drawings • Characteristics-The characteristic size,capacity,etc.for the component • Function-A brief description of the component's function in the process Each equipment number will be a link to a detailed report for each component,which will include basic equipment data(manufacturer,model,etc.)as well as lists of photos,design drawings, manufacturer manuals,and recommended routine maintenance. The equipment data will be developed from an inventory of all of the equipment in the HSPS. 9.2.1.10 Troubleshooting The Troubleshooting section presents, in a tabular format,typical problems,possible causes,and remedies for HSPS-level problems. The table will include the following columns: • Symptom • Possible Cause • Remedy 9.2.1.11 Alarms The Alarm Response section will be similar to the troubleshooting guide both in scope and organization. Alarm summaries will be listed first by the alarm name followed by the numerical designation. Following this information will be a list of possible causes and suggested responses. The set of causes and responses will be listed like a troubleshooting guide, organized to present the most obvious cause of the alarm first and the least likely cause of the alarm last. 9.2.1.12 Routine Maintenance The Routine Maintenance guide will identify the maintenance tasks recommended by the manufacturer to be performed for each piece of equipment. They will be organized in the database and presented in the detailed report for each piece of equipment. 9.2.2 Facility-Wide Reference Sections As part of the on-line system LNV will also develop non-specific information areas that will assist in the overall management and operation of the HSPS. These areas are listed below. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 38 of 48 9.2.2.1 Home Page The Home Page will be a map of the HSPS with links to treatment units. 9.2.2.2 Directives This page will be used by the Senior Operators to post operational directives for other operators. These directives will include: • Operating set points. • Equipment Out of Service. • Shift Schedules. It is anticipated that the page content will be updated on up to a daily basis. 9.2.2.3 Regulatory Documentation &Reports Links to PDF versions of the major facility regulatory documentation and reports are provided here. These include Storm Water Pollution Prevention, Spill Prevention, Control and Countermeasure, CT Study,Monitoring Plan, Monthly Operating Report. 9.2.2.4 Drawings This section allows users to search and display PDF Record drawings related to the plant. 9.2.2.6 MSDS This section allows users to search and display lists of Materials Safety and Data Sheets and to review the resulting MSDS. 9.2.2.6 Manufacturers O&M Manuals This section allows users to search the database of scanned manufacturer manuals,and view the resulting PDF files(where available). 9.2.2.7 Help/About This will be a help file that describes how to use the manual 10 CONFORMED CONTRACT DOCUMENTS (TBD) The Team will incorporate the addenda changes into the plans and specifications to provide conformed Contract documents. All drawings will be stamped conformed. Half-scale plans will be provided with laminated covers bound with either GBC comb or spiral binders. De1'veraWes: • Contract Addenda as necessary • Pre-Bid Meeting Agenda,Presentation,and Meeting Minutes for Addenda City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-l" LNV Proj.No. 120170 Page 39 of 48 • Bad Tabulation • Contract Award Recommendation Letter • Conformed Plans and Specifications • 3 copies of the Conformed Plans and Specifications(half-scale plans) • CD in electronic character recognition Adobe PDF and Word 2007 format 11 EXISTING FACILITIES CONDITION ASSESSMENT (TBD) The Engineer will evaluate the condition and treatment reliability of the existing facilities at the ONSWTP to define the condition of the existing structures and equipment that will remain in service after the High Service No. 3 improvements are complete. The purpose of the condition assessment is to evaluate the suitability of the existing structures to provide up to XX years of reliable service and equipment to provide up to XX years of reliable service. Engineer will make appropriate recommendations for improvements to achieve the XX and XX year goals.Table 4 presents the processes, structures,and equipment that will be evaluated. Table 4 Condition Assessment-Structures & Equipment High Service No. 2 Building, Equipment, Controls, etc. Clearwell No. 2 Structure Yard Piping Including Valves Connectivi , Condition, Age, Operability Electrical Infrastructure MCCs, PCRs, VFDs, Alternate Power Flows, Pressures, Vibration, Temperature Instrumentation Chlorine, and Ammonia As the desi n and construction tasks that may result from the condition assessment cannot be defined exactly at this time they are excluded from this SCOR2 of work. The Engineer must have authorization from the City to proceed with such design and construction tasks. Delivera6l� • Condition Assessment PDR City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 40 of 48 12 WINDSTORM CERTIFICATION (AUTHORIZED) Engineer will perform Windstorm calculations, inspections, and provide certification for the following structures: 1. High Service Pump Building No. 3 &Electrical Room 2. Alternate Power Building Extension and Fuel Storage 3. Cable Tray Supports • Prepare WPI-1 form in accordance with the requirements of the Texas Department of Insurance (TDI)for Windstorm for the each of the New Structures; including foundations. • Review design calculations for new building structures and foundations to insure design is in accordance with the International Building Code 2003/2006 and Texas Dept.of Insurance for Windstorm compliance. • Perform wind pressure calculations in accordance with the International Building Code 2003/2006 for all building envelopes to insure all component and cladding elements meet or exceed the requirements of TDI for Windstorm. • Review all necessary submittals for foundation reinforcing,wall and floor framing, windows/frames/anchoring, doors/frames/anchoring, louvers/frames/anchoring and roofing for compliance with TDI. Initial submittal review and one(1)re-submittal review is included in this contract. Additional review of re-submittal's will be performed at an hourly rate of$150.00. • Perform necessary inspections during the entire construction process for all buildings and their respective foundation systems as required to visually verify that all foundation reinforcing, anchorage,primary and secondary framing, connections, sheathing installation,doors,windows and louvers are all constructed as designed. Additional re-inspections will be performed at an hourly rate of$150.00. • Submit WPI-2—BC-5 forms upon completion of construction to receive the WPI-8 Windstorm Certificate. Windstorm Certification Requirements: The Contractor/Owner shall be responsible for providing all necessary Design/Assembly Documentation for all windows,doors, louvers...etc.to the Windstorm Engineer/Inspector as required to conform to the requirements of the Texas Department of Insurance. All windows,doors, louvers...etc.,at a minimum, shall meet all positive(inward) and negative(outward)wind pressures for "Components and Cladding" in accordance with the International Building Code 2006(IBC 2006 with latest Texas Revisions)as calculated by Texas Registered Professional Engineer for the specific project. All Custom-Built Doors/Windows must be tested for the appropriate wind design pressures with a certified facility as approved by the Texas Dept.of Insurance prior to receiving any certification. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 41 of 48 13 PEER REVIEW COORDINATION AND RESPONSE Anticipated effort is based on providing these services over the course of the 20 preliminary design/design periods consisting of 12 workshops and 5 preliminary and design submittals. • The City has retained the services of Peer Review Team to review Project Deliverables and provide comments to City and Engineer. Engineer will respond to standard review comments from the City's Peer Review Team.Design revisions based upon Peer Review Comments are not included in this Scope. • Participate as directed by the City in Peer Review of the project with the City and a Peer Review Team,a separate dedicated engineering team for peer review that is contracted by the City. 14 HIGH SERVICE PUMPING SYSTEM ENERGY AUDIT & ENERGY CONSERVATION EVALUATION (TBD) Energy represents the largest controllable cost of providing water services to the public.Many facilities were designed and built without energy costs as a major concern. With large pumps,drives, motors, and other equipment operating 24 hours a day,water utilities can account for some of the largest individual energy expenses incurred by a local community. At a time when many communities are striving to reduce operating costs and greenhouse gas emissions, an energy audit can provide the tools and resources necessary to help eliminate energy waste and lower operating costs of wastewater utilities. A review or thorough study of a facility's energy performance will identify areas for operational improvements and cost savings such as labor, chemicals,maintenance, and disposal costs. A thorough energy assessment may alert managers to other issues that can be identified and explored for further energy reduction measures.An unexplained increase in energy consumption discovered through a utility bill analysis may be indicative of equipment failure,an obstruction, or other problems associated with facility operation that may have not been exposed otherwise. A water facility energy audit by LNV allows the facility owner to discover ways to save money by improving the energy efficiency of current operations. LNV will examine controls systems and high service pumping to offer recommendations for operational improvements. Typically these may include variable frequency drives for speed control, SCADA control systems,pumping operations,scheduling, building-related inefficiencies,and other upgrades to help your facility use less energy. As part of the energy audit,LNV will provide a High Service Pumping System energy analysis and strategic operating plan offering recommendations for retrofitting,replacement, and energy conservation opportunities.The plan contains a financial payback analysis, including estimated annual savings, estimated cost to implement, simple payback, and a savings-to-investment ratio(SIR)for each recommendation. This allows the owner an opportunity to prioritize energy efficiency measures according to your capital budget and allows you to forecast for future capital expenditures. LNV will provide the City with a strategic commercial energy management plan which prioritizes the most cost-effective recommendations for energy savings. The plan includes: City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 42 of 48 • A comprehensive list of recommended energy investments with the best paybacks and savings to investment ratios • A detailed list of low-cost opportunities for energy savings • Recommendations for energy improvements that could be implemented with the High Service No. 3 construction • Current and projected energy use • Annual electric consumption/costs • A comprehensive analysis of existing energy inefficiencies • A list of potential energy rebates, incentives,grants,and other funding opportunities • Renewable energy opportunities and feasibility • Energy management strategies and how they can be implemented • Inventory and description of existing conditions 14.1 Elements of the Audit Report LNV will prepare an Energy Audit Report that incorporates each of the following elements: 14.1.1 Historic Energy Consumption 1. Compile energy usage and costs for the High Service Pumping System for the twelve months prior to the audit including kW,kWh,BTUs,therms,etc. and shall include billing meter readings that corroborate usage. 2. Identify the utility rate schedule under which services are provided to each meter. 3. Enter the required building and utility data into the U.S.Environmental Protection Agency's (EPA)Portfolio Manager energy benchmarking system for comparable water energy performance. 14.1.2 High Service Pump Building or Measure Description: Characterize facility usage and occupancy profiles, size, construction features including an assessment of the building envelope (windows,doors, insulation, etc.)and pump equipment description and operations. 14.1.3 Equipment List: Provide a detailed inventory of-equipment,which contains pertinent information for all energy consuming equipment including estimate of equipment efficiency and remaining useful life. For example, for pumping and controls (i.e.VFDs, actuated valves, etc.),provide power ratings, manufacturer-claimed efficiencies,power consumption and current energy costs per pump. City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 43 of 48 14.1.4 Energy Conservation Measures: Provide a narrative summary for each energy conservation measure recommended.For example,for lighting recommendations, for each area of each building,provide proposed fixture type,proposed lamp type,proposed lamp count,proposed ballast type,total watts per proposed fixture,projected energy savings per room,projected energy cost savings per room and before and after lighting levels. Similar detail will be provided for other measures. Clearly document the key assumptions made in analyzing each measure and describe the method of analysis. The Energy Audit and Analysis Fee includes: • Preliminary engineering consulting services to provide the City with the preliminary scope of work, estimated installed cost, estimated annual kWh production and resultant energy savings, and a financial analysis including all available incentives. • (2)Bound color copies of the Feasibility Analysis • Electronic Copy on disk • (4)Engineering site visits • Client consultation • Presentation of Energy Assessment 14.1.5 Limitations 1. LNV, Inc.will rely on the accuracy of any information submitted to us by the City in the performance of our services,and will not be held responsible for errors or inaccuracies contained in information provided to us. 2. Detailed Pump Station energy simulations will not be performed. The study will employ techniques that rely on historical information compiled over the years from similar facilities. Individual Pump Station performance will not be modeled in great detail. Rather,Pump Station type, size and occupancy will be used to form a rough calculation model of the Pump Station(or specific equipment)energy usage for use in determining the estimated results of energy conservation measures. Likewise,construction costs will also be based on historic data compiled from similar installations, and engineering opinion. Delivera6/e� • Draft and Final Feasibility Analysis 15 PHYSICAL LABORATORY SCALE HYDRAULIC MODELING STUDY (TBD) Conduct a physical hydraulic modeling study for proposed pump station design. The hydraulic modeling study will construct a laboratory scale model to simulate the pump station and piping system, evaluate proposed piping and pump station layout to identify abnormal flow conditions,and recommend City Proj.No.El 1066 4NSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120 170 Page 44 of 48 improvements.The other objective of the study will be to evaluate piping design alternatives for cost savings if desired by the City. The laboratory scale hydraulic modeling study will be performed upon completion of 3 0%preliminary design based on City-selected design option. De/ivera6les: • Final Physical Laboratory Scale hydraulic Modeling Study Report. 16 DISINFECTION CT EVALUATION (TBD) Review current disinfection CT report and perform a disinfection CT evaluation based on proposed HSPS No. 3, Clearwell No. 3, and piping improvements and disinfection application point modifications. Determine disinfection CT deficiency as a result of increased treatment capacity and recommend improvement options for implementation in a separate project. Modify current CT report to reflect revised disinfection zones and associated detention times to obtain disinfection credit. Coordinate with TCEQ and submit revised CT study report. The disinfection CT evaluation will be performed in the final design phase of the project and will be coordinated with the Clearwell No. 3 project. Delivera6/es: • TCEQ-approved CT Study. 17 PLANT PROCESS AND HYDRAULIC EVALUATION (TBD) Assess the hydraulic and process ratings for the plant and identify any regulatory,operations,or capital improvement requirements to treat increased production capacity of 178 MGD to meet ACR requirements by year 2025 and the 200 MGD plant re-rating goal. Review TCEQ design standard for each process units including coagulation, flocculation,sedimentation,filtration, chemical system and solids residual handling process (The raw water pump station and raw water delivery system are currently being evaluated under a different project).Interconnection piping and pumping system between the process units will be reviewed also to identify any hydraulic limitation for increased capacity.Review the hydraulic profiles for the plant and identify hydraulic bottlenecks at a higher plant capacity. Develop strategies to achieve a higher plant rating.Prepare technical memorandum to summarize the evaluation results. Delfvera6les: • Technical Memorandum 18 ELECTRICAL STUDIES (AUTHORIZED) Provide study for High Service Pumping System and Alternate Power electrical short circuit prevention, coordination study, and motor starting study for medium voltage service. These studies are City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 45 of 48 recommended to develop detailed relay protection schemes to protect the distribution system while managing Arc Flash and fault current hazards. These studies are important to maintain the safe and reliable operation of the plant, as well as minimizing plant down time. Deliverables: • Technical Memorandum 19 CONTROL LOGIC &APPLICATION DEVELOPMENT (AUTHORIZED) Assist the City with defining and documenting the User Requirements Specifications(URS)for the control system. Control Logic and Application Development is a necessary step in designing,writing, and implementing the proper control logic. This task also insures that the control logic and applications meet the owner's expectations and requirements and that the components function properly before being integrated into the rest of the system. • Provide engineering services required to develop and document the Detailed Functional Specification(DFS)based on URS. • Provide engineering services required to develop and document the control system's Sequence of Operation(SOO)based on DFS. • Provide engineering services required to coordinate the integrators development of the Human Machine Interface(HMI) graphics for the operator work stations. • Provide engineering services required to coordinate the integrators programming of the specified PLC platform according to the SOO. • Provide engineering services to coordinate the integrators verification and demonstrate to the City that the PLC and HMI operator workstation function as designed prior to installation in field. De1iv • Technical Memorandum(for each task) 20 CONTROL SYSTEM INTEGRATION (AUTHORIZED) Provide engineering services to determine and specify all control system configuration parameters such as PID parameters, set points, and alarm levels required to achieve correct operation, alarming, emergency notification, and response associated with the automated control system. Engineer will include parameters for new pumps and equipment as well as modification to control system parameters for existing equipment. Provide engineering services to oversee integration of the new PLC panel into the existing SCADA system. Configure Historical server, integrate HMI screens into existing system-wide HMI.Verify and demonstrate to Owner stability of the new, integrated system. This task is City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 46 of 49 subsequent to the Control Logic and Application Development. After the logic and applications have been developed the operating parameters will be programmed into the logic. The applications will then be integrated into the existing system and the pertinent equipment. Once integrated,the systems will be tested for proper functionality. 21 PROJECT MANUAL (AUTHORIZED) Provide a complete Project Manual that will serve as a communication tool and work plan. The Project Manual will be a living document that will evolve throughout the life of the project. The Project Manual will include, at a minimum,the following elements: • Project specific summary and background information • A list of key stakeholders and their responsibilities • A discussion of the project parameters • Project Schedule • Project Budget • Key Success Factors • Key Risk Factors including a Comprehensive Risk Management Strategy • QA/QC program and strategy • Communication Plan Under this task,the Engineer will prepare a Project Manual (PM)that will be distributed to all project team members. The Manual will be prepared by LNV's Project Manager and will contain the scope of work,project directory, communication protocols, schedule,budget,calendar, standards, and Quality Assurance/'Quality Control procedures for the project. The PM will document the plan to achieve timely project delivery, encourage the consistent application of cost control strategies, and devote the utmost attention to quality control. The Project Manual will be developed and maintained throughout the life cycle of the project. This comprehensive document shall continuously evolve and govern all project activities in order to enable the Owner to demonstrate, at any time and to any stakeholder,that the project fits into the Owner's mission and clearly contributes to achieving the Owner's strategic objectives. The Project Manual will also ensure that the project is planned and managed appropriately to limit risk and efficiently produce the desired outcome. Qelfvera6/esI • Approved Project Manual 22 PROGRAM MANAGEMENT & PROJECTS COORDINATION The A/E shall attend additional Program Management and project coordination meetings as needed. The additional coordination services shall be provided as needed (Project Manager up to 400 hrs). City Proj.No.El 1066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 47 of 48 These services will be provided for the purpose of coordinating the efforts of the various related Water System projects with this High Service Pump Building No. 3 project. The AIE will coordinate with the City,Water Program Manager,and other design consultants on the various Water System projects. Coordination shall consist of A/E's attendance of meetings to jointly discuss and communicate project requirements and various other correspondences to promote continuity across multiple Water projects. City Proj.No.E11066 ONSWTP High Service Pump Building No.3 Exhibit"A-1" LNV Proj.No. 120170 Page 48 of 48 �mnmunumi�n�munu� en�wn�i��nnu�Nn�Eiiuiimu w i i e�nenm�nnu�mmxm 0 IIIIYIYII�II�YIIII�YIIIRIIIIfY D liiiiiiiiiiiiiiiiiiiikiiiiiiiiiiiIIIIII1YIIIIIIfYIlpliNll o mn��nnm� ��II�YIIII Y � i D filliffillifilluffillhi, IIIIIIN IC IfOilffififfifitill "li�IiiilliME m 111 1OYNO �iYElifi01 NUNN, m Will fElNilE �IfuffiPl INYd �mhrnnninm���mi �mmn� ��m��umnummnm�mi�i�nm�iu DIIIIAdA�I,VV�IIBIf��I�'�I�I�IIVIIIII�II�I� III II i1111Y�idIIlYII11�YI�YI�I�H�Y IY ICY 011rll��lll YII�II��I�IfII�YI��l�ll�l��lw mlll��N�I�II�IY����YIIIY f�IOIYEIIYIlY1�Yl mlflllY�IiIfY�Y� �YI�fOY&��o111Y�I1Y11YI1�I�Y DIIINI�mIiIfYfWN1Y11fI1�ifYINIYIIYI�Y11iIlY kilkilk Ifill 11 11 Im �fl fiNlfiififliYi111iY ii�iiif iN�Y�I�� r X_ M C. d. CO I IT I �e 8 IN a M E �� B CL E jR m � - T 9 l e g�-1 L 8 � RIP mo gQ g I*c «i "I'll, n N " , I ,, g O i rR 3 s ;1 TIs is� 1 a a s yya as a as sa ]a as ya K fill 01. 11 9 � 1.1 11, N i R�3 S ggg- x!fi •gg iak FAT.i1M� r"I `NV In association with; DATE August 30,2013 @n9e nears [ arCh teCts contractors COM Smith:Yue Sun,P.� BY;MJN 8 YS&Bs Bath:Bill stark,P.E. ROJECT- QN5WrP High Service Pump Bullding Na,3 ROJECT NO,: E11066 �i//r%� �3' . 1 Mechanical Induding Pumps,Motors,Piping, 1 LS $ 3,175,000 $ 75,000 Valvin ,&Crane 2 Yard Piping Including Valving and Tie-Ins(CWs, 1 LS $ 2,266,000 $ 2,265,000 WWSPS,&HSPB2 3 Pump Building Including Foundations&Vaults 12000 SF $ 200 $ 2,400,000 4 High Service No.3 Electrical, Instr,&Control 1 LS $ 4,100,000 $ 4,100,000 5 Civil Site Work Induding Grading,Roads,Parking, 1 LS $ 1,100,000 $ 1,100,000 Drain!9e, Demo,&Misc.Structures „ 3440 0 a H,iGH;SERVkCIfiNQ 3$UB TOALI/ ///,',i;% _ ,,,�, B Alternate Power Electrical, Instr.&Control 1 LS $ 2,000,000 $ 2,000,000 Including New Generator 7 Alternate Power Building Extension&Fuel Tank 1400 SF $ 225 $ 315,000 Fours anon „ ; ;;gLTERNATE',.POIfifER 806 TOfALr �"O"', %i,315,00 i Ann, ii„ CONlBINIEWSUB ,TOT $r NTESTING(I.0%) ONTINGENCY 30% CON5TRUCTION SUB TOTAL. 2043$ 5 DESIGN-BASIC SERVICE(8,0%) $ 1,597,0ENGINEERING-ADDITIONAL SERVICE5(2.0%) $ 400,000 OPOGRAPHIC SURVEY(0.3%) 60,000 CONTRACT ADMINISTRATION 3.0% $ 599'000 ENGINEERING SERVICES 3.5°/a 699,000 CONSTRUCTION INSPECTION 3.5% $ 699 000 $ 200,000 BOND INSURANCE(1.0%) $ 200'000 MISC.{PRINTING $ 100,000 , ETC)(0.5%) ADMINISTRATIVE SUB TOTAL $ 4,560,000 rig CONSTRUCTION TOTAL(2016$)"°b 1 $21,843,000 PROJECT TOTAL(2016$)Not°1 $26,373,000 N T : 1. Preliminary construction prices are based on recent and historical data on local projects in Corpus Christi and costs should be escalated 3%per yr to the midpoint of construction in 2013 dollars. 2„ Items not included in the estimate are any structures or equipment identified during the condition assessment as requiring upgrades, rehabilitation,or replacement. Appendix A2 Preliminary Estimate of Probable Cost ONSWTP High Service Pump Building No,3 Page 1 of 1 I.NV Project No.120170.000 m CL Ll is a r l , r i r i t ti, c $ o ti a 4A` 4D T+ II W Q� n N rl ��-1 .�i w H Y w ell Fy lV N !V N N — 11..,, ,.m ..�. ......rm... N A ... �BU0.DING TO BE 0 r 04CREASED 73X .. _� .. o t�C �Tw w" � � .""°•,�^ ^� :. "" � PROPOSED FT1EL TANK °,,. .•""" y . ".H. NI^ M •�� ��„ HIGH 5,FruICE- 1• r �• 4 y NO I �--x Fn MSPEU �• FROM PGR 2 ; PROPOSED 49' . NNECnON TO CQCIfANNfF71 N0.1 r POSED�CONNECIION TO W(VALVE �� CLFJ,RYY „NO T�9 r ,,""� � ,�•• i J/f 1fYALNE ,,,r" PROPOSED ROADWAY PROPOSED 49• ... hA REHARWATION TRANSM CLEARWELL e • "w.. •• MAIN METER I % NOA 4 M.G. PROPOSED 72'YAWS ,FEED HSP83 rr a .... " + • ,• ti 'dry I CAUSTIC • ^n '• �TANKS PUUCI SERVICE • u. NO 2 CLEARWELL /r •. ." i NO,$ 10 M.G. PROPOSE. r �l F CABLE TRAY •'�� I ,. WASH WATER 0 SUPPLY PUMP r STATION " e s �`�"`"' PROPOSSFA ROADWAY � • • REPLACE k MOORY. �, � � � �� • ,,,a SEWER G STORY ",. "" ,�",� tee. rr r,.,r•„r. « r.,,., ""'„„� � w�,�/ � w i,. � raw 6, LEGENDmW tltl �ti FUTURE MEARWELL NO.3 (RflURE CONTRACT} PROPOSED HIGN SOME NO.3 (TFMS CONTRACTS �a FUTURE CLEARWELL PROPOSED CNiL,ISITE IMPROVEM MB (THIS CONTRACT) 12.5 M.G.333.0/ /!,r (UNDER SEPAPATE CONTRACT PROPOSED ELECTRICAL IMPROVEMENTS (M CONTRACT( - OEMOUTION/ABANDON EQUIPMENT t PIPING MM CONIRACh ;,r9 r / " PROJECT r d�✓ MART METE7i r ` „�,,, / r u �• * � PROPOSED HIGH SERVICE r.. '." 'BUODMIG 40.3 j � f ..." w 4 a,yp9 avEwU Pw+T urour Appendix C .� ..� Lmv CITY OF CORPUS CHRISTI,TEXAS �Ra� O.N.STEVENS WATER TREATMENT PLANT "0'""'•i"°^"'°"i m°'°00" HIGH SERVICE NO.3 CONCEPTUAL SITING EXHIBIT ._ w 4mR��•DIA14 am7/16/13- EXHIBIT "B" MANDATORY INSURANCE REQUIREMENTS & INDEMNIFICATION FOR AIE PROFESSIONAL SERVICESICONSULTANT SERVICES (Revised October 2010) A. Consultant must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. The Consultant must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Consultant must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverages by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Written Notice of Cancellation, Bodily Injury& Property Damage non-renewal or material change required Per occurrence- aggregate on all certificates COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT including: 1. Broad Form 2. Premises-Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors AUTOMOBILE LIABILITY to included $1,000,000 COMBINED SINGLE LIMIT 1. Owned vehicles 2.. Hired— Non-owned vehicles PROFESSIONAL LIABILITY including: $1,000,000 per claim 1$2,000,000 Coverage provided shall cover all aggregate employees, officers, directors and agents (Defense costs not included in face value 1. Errors and Omissions of the policy) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured WORKERS' COMPENSATION Which Complies with the Texas Workers Compensation Act EMPLOYERS' LIABILITY 500,0001500,0001500,000 EXHIBIT Page 1 of 3 K lEngineering DataExchwWUENNEFERT0RMSW_A blt 8 for Large.dom C. In the event of accidents of any kind, Consultant must furnish the Risk Manager with copies of all reports within (10)ten days of accident. D. Consultant must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. E. Consultant's financial integrity is of interest to the City; therefore, subject to Successful Consultant's right to maintain reasonable deductibles in such amounts as are approved by the City, Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. F. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Consultant shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax: (361) 826-4555 G. Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: L Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; ii. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; iii. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and iv. Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. EXHIBIT"B" Page 2of3 KWNineering DalaE=har ge%JENNIFERTORMS1Exhibil 8 for Larye.doaa H. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Successful Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. I. In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to stop work hereunder, and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. J. Nothing herein contained shall be construed as limiting in any way the extent to which Successful Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of the work covered under this agreement. K. It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION AND HOLD HARMLESS Consultant shall indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the negligent performance of Consultant's services covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants,or employees or any other person indemnified hereunder. EXHIBIT Page 3 of KkEngineWng DaftExdvm@UENN1FERTORMSTAbt BforLw9a.dom s it CON O Ilia 00 x000001 11 I V: w N !I► M �1i d w Go Is cqu IL kL fill I lilies I I I , I .. OW '! of 1 • M BH AASSSIGt FD BY CITY r�ss PURCHASING DIVISION (lily moo f CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112,as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: LNV,INC. P.O.BOX: NIA STREET ADDRESS: 801 Navigation,Ste 300 CITY: Corpus Christi ZIP: 78408- FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this ge or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an 'ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) NIA 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title NIA 3. State the names of each"board metnbee,of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board,Commission or Committee Dan S.Leyendecker Marina Advisory Board 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on an matter related to the suWect of this contract and has an "ownership interest" constituting 396 or mote of the ownership in the above named"firm." Name Consultant NIA FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Dan S.Leyendecker,PA Title: President rr�r or PdM: SSi� tifyi ture of Cerng Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic Benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a frill or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official:' The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads,and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. �\���\1 8111@ 111111U1g1�1U�1101`�111UlIW�UN�1111@ 1�11YMIRluYRlUllllllWNINUlUU1VI1W4M0'S4gbN�lU 1 @1V!VUl1ll111111�111U11V11011 V�1 " ALI oil �IN1 wV4YU�YUKfl�O\ll�Y111N1UUU1111111d�Vdk�V �g1VIlU1� NIIUIIUU0110UIlbl�\�10U W W ~ V Z � � � o c� H � W Y • C « I O z / lll11% JrJJIDJ� ,� � � ,r:,.. �������oannnn��r�n�wuruuHUnimmui!�Hi�uow�ra�nNUNi�nuN ,rkf � rn i( N Lo'�NVh O U uj ri z r l �� �ye. 11 �11 7 1 I'✓U�. i I, %J ! m U O i J 2 W 0 l�llll JfJJIDJ� ��� L"' owwvvvms�n�wuruuaonimmui!wHimouou,�rra�nwuwmuw. r Z LA co ch 0 C N � ���������ruwi timuuiumnwiuuww�wirau inm»uiAUOUwowtiwiom U 1i1 a 4) • m ,-NNNNNI ,.� O 4) 9 OC V r z -00 .I-.N o O N 4) . a s " O C Ln LL v ° N �U C: o � _ Z � . a O 0 cn V O U U LL co _N C:` � O LA +� 0 U N o L • � Illllu, E U U a N N W +-+ a..+ ateJ LL V U Q ` Q) N �U p 0+_+ I i(� ��111% J�JJIDJ� noom musouvsoauwUUrvn>Nti`nnoavuuNOODUVVnnamuuw r v LA, Q ch ������atitNNN1V@ IIIIpttpllilwul9il4�1?AA 1IDll111140uMINW91UWVN10 u Ij C) C) C) C) C) C) C) C) C) C) CD O CD CD CD CD CD CD CD C) C) C) C) O 0 0 0 0 0 0 o C7 0 o M, LO 0 0 LO O O LO 0 0 (D m I` O O r- O C7 I` OO O LO co 'IT O Co- co 1� � CO OO CM CO co CM N (D m 1�+ L Cfl C N Cfl K} V • � : a LL O L Z J O 70 Q w >, o O o _ co O J W 70 m a 04 -W w a _ p N 0 w Q O U LU U) N a) a) N m 04 N CJ N m Q Q 2 N ~ (n co O U co L cn J w I) 0) L Q Z ca Z E Q .2L) O c O O N N N O IL w w o O Q H a i G° SC 'M000FpRR1 0 is AGENDA MEMORANDUM Future Item for the City Council Meeting of October 8, 2013 Action Item for the City Council Meeting of October 22, 2013 DATE: October 8, 2013 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP @cctexas.com (361) 826-3227 Certification of 2013 Tax Levy CAPTION: Motion approving the 2013 Property Tax Levy of $89,809,808.21 based on the adopted property tax rate of $0.585264 per $100 valuation, in accordance with Section 26.09 (e) of the Texas Property Tax Code. PURPOSE: Approval of the certified tax levy by the governing body is required by the Texas Property Tax Code and is the last step in complying with the "Truth-in-Taxation" guidelines as it relates to the adoption of a property tax rate and the assessment of property taxes. BACKGROUND AND FINDINGS: The Texas Property Tax Code establishes rules for approval of the property tax levy. Section 26.09(e) of the Code requires the tax assessor to submit the unit's tax levy to the governing body for approval. The tax levy is the amount of current property taxes to be collected for the fiscal year (FY), which is derived by applying the adopted property tax rate to the certified appraisal roll. The property tax levy for 2013 that is based upon a property tax rate of $0.585264 per $100 valuation and a taxable value of $15,566,510,538 is as follows: Tax Levy Component $58,655,545.70 Supporting the City's maintenance and operations ($0.376806) 32,449,636.54 Supporting the City's debt service ($0.208458) $91,105,182.24 284,389.70 Add: Net Late Rendition Penalty — Personal Property Accounts (1,579,763.73) Less: Over-65/Disabled Homestead Frozen Levy Loss $89,809,808.21 2013 Ad Valorem Tax Levy As can be seen above, additional revenue for a late rendition penalty on personal property accounts is considered in the computation of the tax levy. The Chief Appraiser may impose a penalty on a person who fails to timely file the required rendition statement or property report on all tangible personal property used for production of income that the person owns or manages and controls as a fiduciary. The tax assessor shall then add the amount of the penalty to the amount of tax imposed on the property and include that amount on the individual's tax bill. Additionally, the over-65/disabled homestead tax freeze is an important factor in the computation of the tax levy. Fiscal year 2013-2014 reflects the effect of the ninth year of implementation of the over-65/disabled homestead tax freeze. The loss of tax levy due to the tax freeze as compared to prior years is reflected in the following table: Fiscal Year Levy Loss FY 2013-2014 $1,579,769 FY 2012-2013 $1,225,650 FY 2011-2012 $ 1,508,251 FY 2010-2011 $ 1,663,134 FY 2009-2010 $ 1,740,803 FY 2008-2009 $ 1,500,522 FY 2007-2008 $ 1,210,235 FY 2006-2007 $ 650,651 FY 2005-2006 $ 396,701 It should also be noted that property taxes budgeted in the FY 2013-2014 budget were based on the net appraised property values certified by the Nueces County Appraisal District of $15,535,771,168 — made up of 100% of the values of the properties not under protest and 85% of the values of the properties under protest. The total taxable values certified by the Nueces County Tax Office of $15,566,510,538 include 100% of the values of the properties not under protest and 100% (versus 85%) of the properties under protest. This accounts for the $30,739,370 increase in assessed values certified by the Nueces County Tax Office. In the FY 2013-2014 budget adopted by the City Council on July 30, 2013, the total property tax levy budgeted in all funds (General Fund, Debt Service Fund, Reinvestment Zone #2, and Reinvestment Zone #3) was $85,943,428. When comparing this figure to the certified ad valorem tax levy of $89,809,808, the collection rate certified for the year must be considered. The collection rate certified by the Nueces County Tax Office for FY 2013-2014 is 100%, but a collection rate of 97% was used in the calculation of property tax revenue in the City's operating budget. By applying a 97% collection rate to the certified levy, the resulting "net" levy is calculated to be $87,115,514 — which is $1,172,086 more than the total ad valorem tax revenue adopted in the FY 2013-2014 budget of $85,943,428. It should be noted that the ad valorem tax revenue in the General Fund was adjusted accordingly prior to the adoption of the final adopted budget, and as a result, no budgetary adjustments for ad valorem tax revenue in the General Fund will be needed for FY 2013-2014 at this time. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTALCLEARANCES: • Office of Management and Budget • Legal Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - $ 85,943,428 $ - $ 85,943,428 Encumbered/Expended amount of(date) - - -This item - $ - $ - $ - BALANCE - $ 85,943,428 $ - $ 85,943,428 FUND(S): 1020"General Fund" $ 54,880,673 2010"Debt Service Fund" $ 29,409,605 1111 "Reinvestment Zone#2" $ 1,390,500 1112"Reinvestment Zone#3" $ 262,650 COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Certification of Tax Levy for the Tax Year 2013 OF Nueces County Courthouse Administration 901 Leopard, Suite 301 ®F (361) 888-0307 Corpus Christi, TX 78401 Kevin Kleschnick (361) 888-0308 Assessor and Collector of Taxes CERTMCATION OF TAX LEVY FOR THE TAX YEAR 2013 CITY OF CORPUS CHR1811 To Appraised Value @ 100%of Market Value $ 20,762,702,471 Less: Partial Exemptions Ag-Vse account value loss and abatements $ 5,196,L91 j933 Total Net Appraised Value $15,666,610,638 Assessment Ratio 100% To Taxable Value $15,566,510,538 2013 Adopted Tax Rate .685264 1$100 2013 Ad Valorem Tax Levy $ 91,105,182.24 Lem: ovez-6&Disabled Homestead firazen Levy Loss $ 1,579,763.73 Plus: Iate Rendition Penalty-Personal Property Accounts $ 296,964.69 Less:5%of to Rendition Penalty to the Appraisal District $ 14,847.73 Plus: Late Ag Penalty =L=====9-282-75 2013 To Ad Valorem Tax Levy $ 89,809,808.21 Submission of the Tax Levy for 2013 for approval by the City of Corpus Christi City Council in accordance with Section 26.09(e)of the Texas Property Tax Code. Sevin Kieschnick Nueces County Tax Assessor-Collector SWORN AND SUBSCRIBED TO before me at Corpus Christi,Texas this 214 tday of September,A.D.,2013. SUZAN COX :a Texas f T Notary Public,State of Texas 'pir's My Commission Expires 115 October 27, 2015 li �TC No THE STATE OF TEXAS COUNTY OF NUECES The Tax Levy is hereby approved by the City of Corpus Christi City Council on this-day of A.D.,2013 Vayor,City of-Corpus Chraiti ATTEST: City Secretary,-City of Corpus Christi For inform adoncontact: Motor Vehicle Property Voter Registration voice (361)888-0459 (361)888-0230 (361)888-0404 fax (361)888-0482 (361)888-0218 (361)888-0339 SC j2 AGENDA MEMORANDUM Future Item for the City Council Meeting of 10/8/13 Action Item for the City Council Meeting of 10/15/13 DATE: 9/27/2013 TO: Ronald L. Olson, City Manager FROM: Wes Pierson, Assistant City Manager— Business Support Services wes p(a)cctexas.co m 361.826.3082 Resolution in support of the City of Corpus Christi becoming a potential FTA Grantee, authorizing the City Manager to file necessary documentation and execute an agreement with the Corpus Christi RTA and MPO for grant coordination. CAPTION: Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. PURPOSE: Adopt a resolution by the City Council in support of the City of Corpus Christi becoming a grantee for discretionary funds from the Federal Transit Administration; and to authorize the City Manager to execute a Memorandum of Understanding (MOU) with the Corpus Christi Regional Transit Authority (CCRTA) related to CCRTA's support of the City's potential grantee status to pursue discretionary federal funds for pedestrian and transit improvements in the Downtown and SEA District areas. BACKGROUND AND FINDINGS: On January 15, 2013 City Staff presented to the City Council a plan to use a tool from the Federal Transportation Administration (FTA) that creates a "local funds" repository to capture the value of dollars spent on pre-identified local projects; this value could be used as the local matching funds that federal grants might require as a condition of receiving grant funds. Since staff's presentation, community stake holders have been working with The Goodman Corporation to create a Bayfront Pedestrian/Transit Master Plan that identifies projects throughout the Bayfront Area (from North Beach to the Proposed Destination Bayfront Site, from the Marina to as far west as Staples Street) that can be used as a "menu" of projects for which grant funds might be considered. In order to increase our ability to receive and manage potential FTA grant funding, staff is exploring the option of becoming an FTA Grantee. Becoming an FTA Grantee would allow the City to pursue discretionary grant funds that are disbursed by the FTA and administer any grant received from the FTA. This resolution simply expresses Council support for the City of Corpus Christi to potentially become a grantee and directly apply for and receive available discretionary funding through the FTA for projects (i.e. downtown mobility) in the Bayfront area of Corpus Christi. This resolution is required as part of the application process to become a grantee. The Memorandum of Understanding (MOU) expresses the CCRTA and CCMPO support for the City's pursuit of discretionary federal funds for pedestrian and transit improvements in the Downtown and SEA District areas. ALTERNATIVES: Do not seek "grantee" status and work through the Regional Transportation Authority to apply for and receive discretionary grant funding. Do not authorize the City Manager to execute a Memorandum of Understanding with the CCRTA to pursue grantee status for discretionary federal funds for pedestrian and transit improvements in the Downtown and Sea District areas. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Engineering, Planning, and Finance. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Expenditures Fiscal Year: 2013-14 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: No initial funding required. If grantee status were achieved, potential costs would be nominal and limited to securing and administering federal funds. This could be accomplished with existing City resources and working in coordination with the MPO. RECOMMENDATION: Staff recommends approval of a City Council resolution in support of becoming a Grantee for discretionary funds from the Federal Transit Administration, authorizing and authorizing the City Manager to execute a MOU with the CCRTA and CCMPO. LIST OF SUPPORTING DOCUMENTS: Resolution — FTA Grantee Draft MOU — FTA Grantee Resolution in support of the City of Corpus Christi (City) becoming a Federal Transit Administration (FTA) grantee and authorizing the City Manager or designee to file documentation necessary for the City to achieve FTA grantee status; and authorizing the City Manager or designee to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. WHEREAS, the City of Corpus Christi (City) desires to pursue federal funding to support pedestrian — transit access, ADA, safety, and other improvements within downtown and the Sports SEA District; and, WHEREAS, the voters in November, 2012 approved, and the City adopted, municipal bond programs to improve infrastructure throughout the City; and, WHEREAS, the City desires to utilize local bond proceeds and other local support to leverage maximum federal funding to expand the City's ability to implement infrastructure improvements; and, WHEREAS, the Corpus Christi Regional Transit Authority (RTA) and Corpus Christi Metropolitan Planning Organization (MPO) support the City's pursuit of FTA grantee status; and, WHEREAS, this designation will result in the City being eligible to receive direct Federal Transit Administration (FTA) and other federal funding to support the design and development of infrastructure improvements to support accessibility, safety and potential economic development; and WHEREAS, the City of Corpus Christi desires to become a FTA grantee; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager is authorized to execute and file all necessary documentation and information to enable the City to become an FTA grantee. SECTION 2. The City Manager or designee is authorized to execute an agreement with the Corpus Christi Regional Transit Authority and the Corpus Christi Metropolitan Planning Organization to provide for transportation grant coordination. SECTION 3.This Resolution shall be in full force and take effect from and after its passage and adoption. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Nelda Martinez City Secretary Mayor JABusiness Support Services-ACM\FTA Grantee\100813 RESO- FTA Grantee Status.docx Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Kelley Allen Rudy Garza Priscilla Leal David Loeb Chad Magill Colleen McIntyre Lillian Riojas Mark Scott JABusiness Support Services-ACM\FTA Grantee\100813 RESO- FTA Grantee Status.docx AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, THE CORPUS CHRISTI REGIONAL TRANSIT AUTHORITY, AND THE CORPUS CHRISTI METROPOLITAN PLANNING ORGANIZATION FOR TRANSPORTATION GRANT COORDINATION This Agreement sets forth the agreement made by and among the City of Corpus Christi (City), Corpus Christi Regional Transportation Authority (RTA), and the Corpus Christi Metropolitan Planning Organization (MPO) to provide as follows: WHEREAS, the City, RTA and MPO have been working together on transportation issues affecting the Central Business District (CBD) and the area known as the Sports Entertainment Arts (SEA) District; and WHEREAS, the parties have been working together on the recent development of the Bayfront Pedestrian/Transit Master Plan by the MPO; and WHEREAS, all the parties agree that capital improvements for pedestrians and transit use in the CBD and SEA District are essential to the economic development and vitality of this area; and WHEREAS, the Federal Transit Administration and other federal agencies provide funding for pedestrian and transit improvements from primarily discretionary programs; and NOW, THEREFORE, in consideration of the mutual covenants herein, the City, RTA and MPO agree as follows: 1. TERM. The term of this Agreement is for the period beginning October 1, 2013 and continuing until September 30, 2018 or until terminated or amended by any parties that are part of this agreement. 2. DESCRIPTION OF MUTAL GRANT SUPPORT. The parties will mutually support the pursuit of discretionary funding from the Federal Transit Administration and other federal agencies for pedestrian and transit improvements in the CBD and SEA District. Such efforts will not be at the expense of any formula funds that the RTA or MPO are eligible to receive. 3. PARTICIPATION of the parties will include the coordination of planning activities to assure all projects are compatible with the Mobility Plan of the City, the Transit Coordination Plan, and Long Range Plan of the RTA, the Metropolitan Transportation Plan, and Transportation Improvement Plan of the MPO. Any federal funds must be incorporated into the MPO plans and approved by the MPO Transportation Policy Committee. 4. FORMULA PAYMENTS TO RTA. These efforts do not anticipate use of Federal Transit Administration 5307 formula grant funds without the express consent of the RTA Board. 5. PUBLIC PURPOSE. This Agreement is among the City, RTA, and MPO for the purpose of providing governmental services and not for the benefit of any third party or individual. The parties acknowledge that their respective ability to serve the needs of the general public and the users of their services within their service areas is dependent upon the coordination of transportation and development efforts in the CBD and SEA District. 6. LIMITED OBLIGATION. This Agreement shall be limited solely to pedestrian and transit improvements in the CBD and SEA District as described above. No obligation, whether expressed Draft Mou - Fta Grantee or implied, shall exist for funding any future programs or efforts in subsequent years after Fiscal Year 2018 without prior approval. 7. WITHDRAWAL. If any agency determines that this agreement needs to be terminated, amended, or extended must notify all of the other parties to this agreement in writing at least ninety (90) days in advance of its intent to withdraw from this agreement and/or terminate its participation in the transportation improvement effort. 8. ENFORCEABILITY. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and it shall be performable in Nueces County, Texas. 9. NOTICES. All notices, requests or other communications related to this Agreement shall be made in writing. The notice addresses of the parties shall, until changed as provided herein, be as follows: CITY: Ron Olson, City Manager City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401-2825 RTA: Scott Neeley, Chief Executive Officer Regional Transportation Authority 5658 Bear Lane Corpus Christi, Texas 78405 MPO Tom Niskala, Transportation Planning Director Corpus Christi Metropolitan Planning Organization 5151 Flynn Pkwy. #404 Corpus Christi, Texas 78411 10. ENTIRE AGREEMENT. This Agreement expressed the entire agreement between the parties. Any modification, amendment, or addition to this Agreement is not binding upon the parties unless reduced to writing and signed by persons authorized to make such agreements on behalf of the respective party. THE CITY OF CORPUS CHRISTI ATTEST: Ronald L. Olson, City Manager Armando Chapa, City Secretary CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Scott Neeley, Chief Executive Officer CORPUS CHRISTI METROPOLITAN PLANNING ORGANIZATION Tom Niskala, Transportation Planning Director Draft Mou - Fta Grantee